TERADYNE, INC — Director's Dealing 2018

Feb 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2018-01-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-30	Common Stock	M	3564	$46.33	Acquired	37057	Direct
2018-01-30	Common Stock	F	1585	$46.33	Disposed	35472	Direct
2018-01-30	Common Stock	F	11234	$46.33	Disposed	51767	Direct
2018-01-30	Common Stock	M	27529	$46.33	Acquired	63001	Direct
2018-01-31	Common Stock	S	6372	$46.77	Disposed	45395	Direct
2018-01-31	Common Stock	S	95	$45.85	Disposed	45300	Direct
2018-01-31	Common Stock	S	16200	$45.865	Disposed	29100	Direct
2018-01-31	Common Stock	M	3640	$18.10	Acquired	32740	Direct
2018-01-31	Common Stock	S	3640	$46.77	Disposed	29100	Direct
2018-01-31	Common Stock	M	2629	$28.56	Acquired	31729	Direct
2018-01-31	Common Stock	S	2629	$46.77	Disposed	29100	Direct
2018-01-31	Common Stock	M	3302	$19.43	Acquired	32402	Direct
2018-01-31	Common Stock	S	3302	$46.77	Disposed	29100	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-30	Restricted Stock Units	$0	M	3564	Disposed		Common Stock (3564)	Direct
2018-01-30	Restricted Stock Units	$0	A	27529	Acquired		Common Stock (27529)	Direct
2018-01-30	Restricted Stock Units	$0	M	27529	Disposed		Common Stock (27529)	Direct
2018-01-31	Non-qualified Stock Option (Right to Buy)	$18.10	M	3640	Disposed	2022-01-30	Common Stock (3640)	Direct
2018-01-31	Non-qualified Stock Option (Right to Buy)	$28.56	M	2629	Disposed	2024-01-27	Common Stock (2629)	Direct
2018-01-31	Non-qualified Stock Option (Right to Buy)	$19.43	M	3302	Disposed	2023-01-29	Common Stock (3302)	Direct

Footnotes

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

F2: 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 on January 30, 2019.

F3: Each RSU represents the right to receive one share of Teradyne, Inc. common stock.

F4: These are performance-based RSU's granted on January 30, 2015. The number of performance-based RSU's was determined on January 30, 2018 and vest in full on January 30, 2018.

F5: Indicates conversion upon vesting of 100% of performance-based RSU's granted on January 30, 2018.

F6: 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.

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 27, 2018.

F8: 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.