TERADYNE, INC — Director's Dealing 2017

May 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2017-05-09

Reporting Person: GUERTIN TIMOTHY E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-09	Restricted Stock Units	$	M	9235	Disposed		Common Stock (9235)	Direct
2017-05-09	Phantom Stock Units	$0	M	9235	Acquired		Common Stock (9235)	Direct
2017-05-09	Restricted Stock Units	$	A	4931	Acquired		Common Stock (4931)	Direct

Footnotes

F1: Indicates conversion upon vesting of 100% of the time-based Restricted Stock Units (RSU's) granted on May 10, 2016 under the Teradyne, Inc. 2006 Equity and Cash Compensation Incentive Plan.

F2: 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.

F3: Each Restricted Stock Unit (RSU) represents the right to receive one share of Teradyne, Inc. common stock.

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 9, 2018 or the date the 2018 Annual Meeting of Shareholders is held.