TERADYNE, INC — Director's Dealing 2016

May 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2016-05-10

Reporting Person: GUERTIN TIMOTHY E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-10	Restricted Stock Units	$	M	7335	Disposed		Common Stock (7335)	Direct
2016-05-10	Phantom Stock Units	$0	M	7335	Acquired		Common Stock (7335)	Direct
2016-05-10	Restricted Stock Units	$	A	9235	Acquired		Common Stock (9235)	Direct

Footnotes

F1: Each Restricted Stock Unit (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 the earlier of May 12, 2016 or the date the 2016 Annual Meeting of Shareholders is held.

F3: At the election of the reporting person, upon vesting of the RSU's, the shares were converted into Phantom Stock Units (PSU's) pursuant to the Teradyne, Inc. Deferral Plan for Non-Employee Directors (as restated on May 25, 2006). The PSU's are to be settled 1 for 1 in the Issuer's common stock generally within ninety (90) days of the date the non-employee director no longer serves as such.

F4: 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 the earlier of May 10, 2017 or the date the 2017 Annual Meeting of Shareholders is held.