TERADYNE, INC — Director's Dealing 2013

Jan 31, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2013-01-29

Reporting Person: Vahey Walter G. (President, Systems Test Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-29	Common Stock	M	4884	—	Acquired	39139	Direct
2013-01-29	Common Stock	F	1559	$16.28	Disposed	37580	Direct
2013-01-30	Common Stock	M	8003	$16.21	Acquired	45583	Direct
2013-01-30	Common Stock	F	2609	$16.21	Disposed	42974	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-29	Restricted Stock Units	$0	M	4884	Disposed		Common Stock (4884)	Direct
2013-01-30	Restricted Stock Units	$0	M	8003	Disposed		Common Stock (8003)	Direct

Footnotes

F1: Shares/units withheld but not issued to satisfy certain tax withholding obligations.

F2: Indicates conversion upon vesting of 25% of the time-based Restricted Stock Units (RSU's) granted on January 29, 2010. The remaining portion of the time-based RSUs will vest on January 29, 2014.

F3: Indicates conversion upon vesting of the final portion of the time-based Restricted Stock Units (RSU's) granted on January 30, 2009.