TERADYNE, INC — Director's Dealing 2016

Jan 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2016-01-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-25	Common Stock	M	6944	$19.44	Acquired	59343	Direct
2016-01-25	Common Stock	F	2333	$19.44	Disposed	57010	Direct
2016-01-25	Common Stock	M	3472	$19.44	Acquired	60482	Direct
2016-01-25	Common Stock	F	1127	$19.44	Disposed	59355	Direct
2016-01-25	Common Stock	M	3268	$19.44	Acquired	62623	Direct
2016-01-25	Common Stock	F	1234	$19.44	Disposed	61389	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-25	Restricted Stock Units	$0	M	6944	Disposed		Common Stock (6944)	Direct
2016-01-25	Restricted Stock Units	$0	M	3472	Disposed		Common Stock (3472)	Direct
2016-01-25	Restricted Stock Units	$0	M	3268	Disposed		Common Stock (3268)	Direct

Footnotes

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

F2: Indicates conversion upon vesting of 25% of the performance-based Restricted Stock Units (RSU's) granted on January 25, 2013. The remaining portion will vest on the anniversary of the grant.

F3: Indicates conversion upon vesting of 25% of the time-based Restricted Stock Units (RSU's) granted on January 25, 2013. The remaining portion will vest on the anniversary of the grant.

F4: Indicates conversion upon vesting of 25% of the time-based Restricted Stock Units (RSU's) granted on January 24, 2014. The remaining portion will vest in two equal installments annually on the anniversary of the grant.