TEXAS INSTRUMENTS INC — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2012-02-01

Reporting Person: HEACOCK DAVID K (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	M	100	$29.19	Acquired	173547	Direct
2012-02-01	Common Stock	M	35000	$21.55	Acquired	208547	Direct
2012-02-01	Common Stock	M	17500	$14.95	Acquired	226047	Direct
2012-02-01	Common Stock	M	17500	$14.95	Acquired	243547	Direct
2012-02-01	Common Stock	S	70100	$32.8368	Disposed	173447	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	NQ Stock Option (Right to Buy)	$29.19	M	100	Disposed	2012-02-21	Common Stock (100)	Direct
2012-02-01	NQ Stock Option (Right to Buy)	$21.55	M	35000	Disposed	2015-01-20	Common Stock (35000)	Direct
2012-02-01	NQ Stock Option (Right to Buy)	$14.95	M	17500	Disposed	2019-01-29	Common Stock (17500)	Direct
2012-02-01	NQ Stock Option (Right to Buy)	$14.95	M	17500	Disposed	2019-01-29	Common Stock (17500)	Direct

Footnotes

F1: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $32.7950 to $32.9000. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F2: The option became 100% exercisable on February 21, 2003.

F3: The option becomes exercisable in four equal annual installments beginning on January 20, 2006.

F4: The option becomes exercisable in four equal annual installments beginning on January 29, 2010.