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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-28	Common Stock	M	3397	$19.19	Acquired	48310	Direct
2014-01-28	Common Stock	F	1106	$19.19	Disposed	47204	Direct
2014-01-29	Common Stock	M	4884	$18.84	Acquired	52088	Direct
2014-01-29	Common Stock	F	1590	$18.84	Disposed	50498	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-28	Restricted Stock Units	$0	M	3397	Disposed		Common Stock (3397)	Direct
2014-01-29	Restricted Stock Units	$0	M	4884	Disposed		Common Stock (4884)	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 28, 2011. The remaining portion will vest on January 28, 2015.

F3: Indicates conversion upon vesting of the final portion of the time-based Restricted Stock Units (RSU's) granted on January 29, 2010.