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TEXAS INSTRUMENTS INC Director's Dealing 2009

Jan 31, 2009

29799_dirs_2009-01-30_c31fb760-5eeb-4cc1-86d2-4fe5abdd826b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2009-01-29

Reporting Person: DELAGI R GREGORY (Sr. Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-01-29 Common Stock A 36667 Acquired 181581 Direct
2009-01-29 Common Stock A 36667 Acquired 218248 Direct
2009-01-30 Common Stock S 25000 $14.87 Disposed 193248 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-01-29 NQ Stock Option (Right to Buy) $14.95 A 110000 Acquired 2019-01-29 Common Stock (110000) Direct
2009-01-29 NQ Stock Option (Right to Buy) $14.95 A 110000 Acquired 2019-01-29 Common Stock (110000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 8 Indirect
Common Stock 3814.63 Indirect
Common Stock 6918.39 Indirect

Footnotes

F1: Award of restricted stock units pursuant to 2000 Long Term Incentive Plan.

F2: Supplemental award of restricted stock units pursuant to 2000 Long Term Incentive Plan.

F3: Sale effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on 10-25-07.

F4: Beneficial ownership by reporting person disclaimed.

F5: Estimated shares attributable to TI Universal Profit Sharing Account as of 12-31-08. (Interests in this account are denominated in units. Consequently, share amount shown is an estimate.) This statement does not include changes in beneficial ownership of shares held in such account occurring after 12-31-08 that are eligible for deferred reporting on Form 5.

F6: Estimated shares attributable to TI 401(k) Account as of 12-31-08. (Interests in this account are denominated in units. Consequently, share amount shown is an estimate.) This statement does not include changes in beneficial ownership of shares held in this account occurring after 12-31-08 that are eligible for deferred reporting on Form 5.

F7: The option becomes exercisable in four equal annual installments beginning on January 29, 2010.

F8: Supplemental option grant; becomes exercisable in four equal annual installments beginning on January 29, 2010.