TERADYNE, INC — Director's Dealing 2014

May 22, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2014-05-20

Reporting Person: TUFANO PAUL J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-21	Common Stock	M	7901	$17.96	Acquired	75848	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-20	Restricted Stock Units	$0	A	8442	Acquired		Common Stock (8442)	Direct
2014-05-21	Restricted Stock Units	$0	M	7901	Disposed		Common Stock (7901)	Direct

Footnotes

F1: Each RSU represents the right to receive one share of Teradyne, Inc. common stock.

F2: These RSU's were issued under the Teradyne, Inc. 2006 Equity and Cash Compensation Incentive Plan, are time-based, and will vest in full on May 20, 2015.

F3: Indicates conversion upon vesting of 100% of the time-based Restricted Stock Units (RSU's) granted on May 21, 2013 under the Teradyne, Inc. 2006 Equity and Cash Compensation Incentive Plan.