TEXAS INSTRUMENTS INC — Director's Dealing 2011

Apr 26, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2011-04-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-21	Common Stock	M	31650	$31.30	Acquired	261675.48	Direct
2011-04-21	Common Stock	M	125000	$26.50	Acquired	386675.48	Direct
2011-04-21	Common Stock	M	100	$29.19	Acquired	386775.48	Direct
2011-04-21	Common Stock	M	75000	$21.55	Acquired	461775.48	Direct
2011-04-21	Common Stock	M	75000	$32.55	Acquired	536775.48	Direct
2011-04-21	Common Stock	M	80000	$28.32	Acquired	616775.48	Direct
2011-04-21	Common Stock	M	60000	$29.79	Acquired	676775.48	Direct
2011-04-21	Common Stock	M	55000	$14.95	Acquired	731775.48	Direct
2011-04-21	Common Stock	M	100000	$32.39	Acquired	831775.48	Direct
2011-04-21	Common Stock	M	30000	$14.95	Acquired	861775.48	Direct
2011-04-21	Common Stock	S	631750	$35.4522	Disposed	230025.48	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-21	NQ Stock Option (Right to Buy)	$31.30	M	31650	Disposed	2011-11-29	Common Stock (31650)	Direct
2011-04-21	NQ Stock Option (Right to Buy)	$26.50	M	125000	Disposed	2012-01-16	Common Stock (125000)	Direct
2011-04-21	NQ Stock Option (Right to Buy)	$29.19	M	100	Disposed	2012-02-21	Common Stock (100)	Direct
2011-04-21	NQ Stock Option (Right to Buy)	$21.55	M	75000	Disposed	2015-01-20	Common Stock (75000)	Direct
2011-04-21	NQ Stock Option (Right to Buy)	$32.55	M	75000	Disposed	2016-01-19	Common Stock (75000)	Direct
2011-04-21	NQ Stock Option (Right to Buy)	$28.32	M	80000	Disposed	2017-01-18	Common Stock (80000)	Direct
2011-04-21	NQ Stock Option (Right to Buy)	$29.79	M	60000	Disposed	2018-01-25	Common Stock (60000)	Direct
2011-04-21	NQ Stock Option (Right to Buy)	$14.95	M	55000	Disposed	2019-01-29	Common Stock (55000)	Direct
2011-04-21	NQ Stock Option (Right to Buy)	$32.39	M	100000	Disposed	2014-01-14	Common Stock (100000)	Direct
2011-04-21	NQ Stock Option (Right to Buy)	$14.95	M	30000	Disposed	2019-01-29	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8	Indirect
Common Stock	7093.08	Indirect
Common Stock	3910.94	Indirect

Footnotes

F1: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $35.33 to $35.57. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F2: Beneficial ownership by reporting person disclaimed.

F3: Estimated shares attributable to TI 401(k) Account as of 3-31-2011. (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 3-31-2011 that are eligible for deferred reporting on Form 5.

F4: Estimated shares attributable to TI Universal Profit Sharing Account as of 3-31-2011. (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 3-31-2011 that are eligible for deferred reporting on Form 5.

F5: The option becomes exercisable in four equal annual installments beginning on November 29, 2002.

F6: The option becomes exercisable in four equal annual installments beginning on January 16, 2003.

F7: The option became 100% exercisable on February 21, 2003.

F8: The option becomes exercisable in four equal annual installments beginning on January 20, 2006.

F9: The option becomes exercisable in four equal annual installments beginning on January 19, 2007.

F10: The option becomes exercisable in four equal annual installments beginning on January 18, 2008.

F11: The option becomes exercisable in four equal annual installments beginning on January 25, 2009.

F12: The option becomes exercisable in four equal annual installments beginning on January 29, 2010.

F13: The option becomes exercisable in four equal annual installments beginning on January 14, 2005.