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: Beecher Gregory R (VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-30	Common Stock	F	25612	$46.33	Disposed	77676	Direct
2018-01-30	Common Stock	M	57618	$46.33	Acquired	103288	Direct
2018-01-30	Common Stock	S	45670	$46.57	Disposed	32006	Direct
2018-01-30	Common Stock	M	5959	$19.16	Acquired	37965	Direct
2018-01-30	Common Stock	S	5959	$46.57	Disposed	32006	Direct
2018-01-30	Common Stock	M	7619	$18.10	Acquired	39625	Direct
2018-01-30	Common Stock	S	7619	$46.57	Disposed	32006	Direct
2018-01-30	Common Stock	M	5259	$28.56	Acquired	37265	Direct
2018-01-30	Common Stock	S	5259	$46.57	Disposed	32006	Direct
2018-01-30	Common Stock	M	6793	$19.43	Acquired	38799	Direct
2018-01-30	Common Stock	S	6793	$46.57	Disposed	32006	Direct
2018-01-30	Common Stock	M	7735	$46.33	Acquired	39741	Direct
2018-01-30	Common Stock	F	3439	$46.33	Disposed	36302	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-30	Restricted Stock Units	$0	M	57618	Disposed		Common Stock (57618)	Direct
2018-01-30	Non-qualified Stock Option (Right to Buy)	$19.16	M	5959	Disposed	2021-01-24	Common Stock (5959)	Direct
2018-01-30	Non-qualified Stock Option (Right to Buy)	$18.10	M	7619	Disposed	2022-01-30	Common Stock (7619)	Direct
2018-01-30	Non-qualified Stock Option (Right to Buy)	$28.56	M	5259	Disposed	2024-01-27	Common Stock (5259)	Direct
2018-01-30	Non-qualified Stock Option (Right to Buy)	$19.43	M	6793	Disposed	2023-01-29	Common Stock (6793)	Direct
2018-01-30	Restricted Stock Units	$0	M	7735	Disposed		Common Stock (7735)	Direct
2018-01-30	Restricted Stock Units	$0	A	57618	Acquired		Common Stock (57618)	Direct

Footnotes

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

F2: The reported price is based on a weighted average of multiple same-day transactions with prices ranging from $46.42 to $46.97 per share. Full information regarding the number of shares sold at each separate price is available to the Securities and Exchange Commission staff, the Issuer and any security holder of the Issuer upon request.

F3: Each Restricted Stock Unit (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: 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 24, 2015.

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.

F9: Indicates conversion upon vesting of 25% of the time-based RSU's granted on January 30, 2015. The remaining portion will vest on January 30, 2019.

F10: Indicates conversion upon vesting of 100% of performance-based RSU's granted on January 30, 2018.