TERADYNE, INC — Director's Dealing 2015

Feb 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2015-01-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-30	Common Stock	S	20000	$18.17	Disposed	52399	Direct
2015-01-30	Common Stock	M	3524	$16.23	Acquired	55923	Direct
2015-01-30	Common Stock	S	3524	$18.16	Disposed	52399	Direct
2015-01-30	Common Stock	M	3887	$16.95	Acquired	56286	Direct
2015-01-30	Common Stock	S	3887	$18.25	Disposed	52399	Direct
2015-01-30	Common Stock	M	4721	$16.56	Acquired	57120	Direct
2015-01-30	Common Stock	S	4721	$18.275	Disposed	52399	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-30	Non-qualified Stock Option (Right to Buy)	$16.23	M	3524	Disposed	2018-01-28	Common Stock (3524)	Direct
2015-01-30	Non-qualified Stock Option (Right to Buy)	$16.95	M	3887	Disposed	2019-01-27	Common Stock (3887)	Direct
2015-01-30	Non-qualified Stock Option (Right to Buy)	$16.56	M	4721	Disposed	2020-01-25	Common Stock (4721)	Direct
2015-01-30	Restricted Stock Units	$0	A	14255	Acquired		Common Stock (14255)	Direct
2015-01-30	Non-qualified Stock Option (Right to Buy)	$18.10	A	14560	Acquired	2022-01-30	Common Stock (14560)	Direct

Footnotes

F1: The reported price is based on a weighted average of multiple same-day transactions with prices ranging from $18.025 to $18.29 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.

F2: The reported price is based on a weighted average of multiple same-day transactions with prices ranging from $18.04 to $18.25 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 $18.22 to $18.28 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: The reported price is based on a weighted average of multiple same-day transactions with prices ranging from $18.19 to $18.325 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.

F5: 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 28, 2012.

F6: This option is granted under Teradyne's 2006 Equity and Cash Compensation Incentive Plan, and is exerciseable at the rate of 25% per year, commencing on the date of the first anniversary of the grant, January 27, 2013.

F7: 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 25, 2014.

F8: Each Restricted Stock Unit (RSU) represents the right to receive one share of Teradyne, Inc. common stock.

F9: These RSU's were issued under Teradyne's 2006 Equity and Cash Compensation Incentive Plan, are time-based, and will vest in four equal installments beginning on January 30, 2016.

F10: 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 30, 2016.