TEXAS INSTRUMENTS INC — Director's Dealing 2012

Jun 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2012-06-04

Reporting Person: LOWE GREGG A (Former Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-04	Common Stock	D	46667	—	Disposed	272883	Direct
2012-06-04	Common Stock	D	46667	—	Disposed	226216	Direct
2012-06-04	Common Stock	D	92501	—	Disposed	133715	Direct
2012-06-04	Common Stock	D	61667	—	Disposed	72048	Direct
2012-06-04	Common Stock	D	66667	—	Disposed	5381	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-04	NQ Stock Option (Right to Buy)	$32.39	D	150000	Disposed	2014-01-14	Common Stock (0)	Direct
2012-06-04	NQ Stock Option (Right to Buy)	$21.55	D	100000	Disposed	2015-01-20	Common Stock (0)	Direct
2012-06-04	NQ Stock Option (Right to Buy)	$32.55	D	100000	Disposed	2016-01-19	Common Stock (0)	Direct
2012-06-04	NQ Stock Option (Right to Buy)	$28.32	D	100000	Disposed	2017-01-18	Common Stock (0)	Direct
2012-06-04	NQ Stock Option (Right to Buy)	$29.79	D	100000	Disposed	2018-01-25	Common Stock (0)	Direct
2012-06-04	NQ Stock Option (Right to Buy)	$14.95	D	105000	Disposed	2019-01-29	Common Stock (0)	Direct
2012-06-04	NQ Stock Option (Right to Buy)	$14.95	D	105000	Disposed	2019-01-29	Common Stock (0)	Direct
2012-06-04	NQ Stock Option (Right to Buy)	$23.05	D	277500	Disposed	2020-01-28	Common Stock (0)	Direct
2012-06-04	NQ Stock Option (Right to Buy)	$34.63	D	185000	Disposed	2021-01-27	Common Stock (0)	Direct
2012-06-04	NQ Stock Option (Right to Buy)	$32.36	D	200000	Disposed	2022-01-26	Common Stock (0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	428.16	Indirect
Common Stock	3337.38	Indirect

Footnotes

F1: Cancellation of award pursuant to its terms.

F2: Estimated shares attributable to TI 401(k) account as of May 31, 2012. (Interests in this account are denominated in units. Consequently, share amount shown is an estimate.)

F3: Estimated shares attributable to TI Universal Profit Sharing account as of May 31, 2012. (Interests in this account are denominated in units. Consequently, share amount shown is an estimate.)

F4: The option becomes exercisable in four equal annual installments beginning on January 14, 2005.

F5: The option becomes exercisable in four equal annual installments beginning on January 20, 2006.

F6: The option becomes exercisable in four equal annual installments beginning on January 19, 2007.

F7: The option becomes exercisable in four equal annual installments beginning on January 18, 2008.

F8: The option becomes exercisable in four equal annual installments beginning on January 25, 2009.

F9: The option becomes exercisable in four equal annual installments beginning on January 29, 2010.

F10: The option becomes exercisable in four equal annual installments beginning on January 28, 2011.

F11: The option becomes exercisable in four equal annual installments beginning on January 27, 2012.

F12: The option becomes exercisable in four equal annual installments beginning on January 26, 2013.