TERADYNE, INC — Director's Dealing 2014

Jan 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2014-01-28

Reporting Person: Gray Charles Jeffrey (VP,General Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-28	Common Stock	S	42	$19.25	Disposed	56303	Direct
2014-01-28	Common Stock	S	100	$19.252	Disposed	56203	Direct
2014-01-28	Common Stock	S	11200	$19.255	Disposed	45003	Direct
2014-01-28	Common Stock	S	1200	$19.26	Disposed	43803	Direct
2014-01-28	Common Stock	S	600	$19.265	Disposed	43203	Direct
2014-01-28	Common Stock	M	5853	$19.19	Acquired	49056	Direct
2014-01-28	Common Stock	F	1906	$19.19	Disposed	47150	Direct
2014-01-28	Common Stock	M	2927	$19.19	Acquired	50077	Direct
2014-01-28	Common Stock	F	953	$19.19	Disposed	49124	Direct
2014-01-29	Common Stock	S	5921	$19.21	Disposed	43203	Direct
2014-01-29	Common Stock	M	8049	$9.34	Acquired	51252	Direct
2014-01-29	Common Stock	S	8049	$19.19	Disposed	43203	Direct
2014-01-29	Common Stock	M	7068	$18.84	Acquired	50271	Direct
2014-01-29	Common Stock	F	2301	$18.84	Disposed	47970	Direct
2014-01-29	Common Stock	M	4711	$18.84	Acquired	52681	Direct
2014-01-29	Common Stock	F	1534	$18.84	Disposed	51147	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-28	Restricted Stock Units	$0	M	5853	Disposed		Common Stock (5853)	Direct
2014-01-28	Restricted Stock Units	$0	M	2927	Disposed		Common Stock (2927)	Direct
2014-01-29	Non-qualified Stock Option (Right to Buy)	$9.34	M	8049	Disposed	2017-01-29	Common Stock (8049)	Direct
2014-01-29	Restricted Stock Units	$0	M	7068	Disposed		Common Stock (7068)	Direct
2014-01-29	Restricted Stock Units	$0	M	4711	Disposed		Common Stock (4711)	Direct

Footnotes

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

F2: The reported price is based on a weighted average of multiple same-day transactions with prices ranging from $19.195 to $19.22 per share. Full information regarding the number of shares sold at each separate price is available to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer upon request.

F3: The reported price is based on a weighted average of multiple same-day transactions with prices ranging from $18.84 to $19.20 per share. Full information regarding the number of shares sold at each separate price is available to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer upon request.

F4: Indicates conversion upon vesting of 25% of the performance-based Restricted Stock Units (RSU's) granted on January 28, 2011. The remaining portion will vest on January 28, 2015.

F5: Indicates conversion upon vesting of 25% of the time-based Restricted Stock Units (RSU's) granted on January 28, 2011. The remaining portion will vest on January 28, 2015.

F6: This option is granted under Teradyne's 2006 Equity and Cash Compensation Incentive Plan and is exercisable at the rate of 25% per year, commencing on the date of the first anniversary of the grant, January 29, 2011.

F7: Indicates conversion upon vesting of the final 25% of the performance-based Restricted Stock Units (RSU's) granted on January 29, 2010.

F8: Indicates conversion upon vesting of the final 25% of the time-based Restricted Stock Units (RSU's) granted on January 29, 2010.