TERADYNE, INC — Director's Dealing 2016

Feb 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2016-01-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-01	Common Stock	M	3563	$19.47	Acquired	71318	Direct
2016-02-01	Common Stock	F	1157	$19.47	Disposed	70161	Direct
2016-02-02	Common Stock	S	17000	$19.21	Disposed	53161	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-29	Restricted Stock Units	$0	A	14411	Acquired		Common Stock (14411)	Direct
2016-01-29	Non-qualified Stock Option (Right to Buy)	$19.43	A	13208	Acquired	2023-01-29	Common Stock (13208)	Direct
2016-02-01	Restricted Stock Units	$0	M	3563	Disposed		Common Stock (3563)	Direct

Footnotes

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

F2: Each Restricted Stock Unit (RSU) represents the right to receive one share of Teradyne, Inc. common stock.

F3: 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 29, 2017.

F4: 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, 2017.

F5: Indicates conversion upon vesting of 25% of the time-based Restricted Stock Units (RSU's) granted on January 30, 2015. The remaining portion will vest in three equal installments annually on the anniversary of the grant.