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: JAGIELA MARK E (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-28	Common Stock	M	11522	$19.19	Acquired	206420	Direct
2014-01-28	Common Stock	F	4399	$19.19	Disposed	202021	Direct
2014-01-28	Common Stock	M	5761	$19.19	Acquired	207782	Direct
2014-01-28	Common Stock	F	2717	$19.19	Disposed	205065	Direct
2014-01-29	Common Stock	M	13652	$18.84	Acquired	218717	Direct
2014-01-29	Common Stock	F	6437	$18.84	Disposed	212280	Direct
2014-01-29	Common Stock	M	9101	$18.84	Acquired	221381	Direct
2014-01-29	Common Stock	F	4292	$18.84	Disposed	217089	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-28	Restricted Stock Units	$0	M	11522	Disposed		Common Stock (11522)	Direct
2014-01-28	Restricted Stock Units	$0	M	5761	Disposed		Common Stock (5761)	Direct
2014-01-29	Restricted Stock Units	$0	M	13652	Disposed		Common Stock (13652)	Direct
2014-01-29	Restricted Stock Units	$0	M	9101	Disposed		Common Stock (9101)	Direct

Footnotes

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

F2: Indicates conversion upon vesting of 25% of the performance-based Restricted Stock Units (RSU's) granted on January 28, 2011. The remaining portion of the performance-based RSUs will vest on January 28, 2015.

F3: Indicates conversion upon vesting of 25% of the time-based Restricted Stock Units (RSU's) granted on January 28, 2011. The remaining portion of the time-based RSU's will vest on January 28, 2015.

F4: Indicates conversion upon vesting of the final portion of the performance-based RSU's granted on January 29, 2010.

F5: Indicates conversion upon vesting of the final portion of the time-based RSU's granted on January 29, 2010.