TEXAS INSTRUMENTS INC — Director's Dealing 2011

Feb 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2011-01-31

Reporting Person: CRUTCHER BRIAN T (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-31	Common Stock	F	2725	$34.27	Disposed	264966	Direct
2011-01-31	Common Stock	M	11000	$26.50	Acquired	275966	Direct
2011-01-31	Common Stock	M	100	$29.19	Acquired	276066	Direct
2011-01-31	Common Stock	M	13500	$32.39	Acquired	289566	Direct
2011-01-31	Common Stock	S	24600	$34.2086	Disposed	264966	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-31	NQ Stock Option (Right to Buy)	$26.50	M	11000	Disposed	2012-01-16	Common Stock (11000)	Direct
2011-01-31	NQ Stock Option (Right to Buy)	$29.19	M	100	Disposed	2012-02-21	Common Stock (100)	Direct
2011-01-31	NQ Stock Option (Right to Buy)	$32.39	M	13500	Disposed	2014-01-14	Common Stock (13500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9444	Indirect
Common Stock	1731.44	Indirect
Common Stock	97.37	Indirect

Footnotes

F1: Withholding of shares of common stock to satisfy tax withholding obligation (relating to vesting of a previously granted award).

F2: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $34.20 to $34.23. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F3: Shares held in trust for the benefit of family members of which reporting person is a trustee.

F4: Estimated shares attributable to TI 401(k) Account as of 12-31-2010. (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 12-31-2010 that are eligible for deferred reporting on Form 5.

F5: Estimated shares attributable to TI Universal Profit Sharing Account as of 12-31-2010. (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 12-31-2010 that are eligible for deferred reporting on Form 5.

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

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

F8: The option becomes exercisable in four equal annual installments beginning on January 14, 2005.