TEXAS INSTRUMENTS INC — Director's Dealing 2012

Feb 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2012-01-31

Reporting Person: RITCHIE KEVIN J (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-31	Common Stock	M	100	$29.19	Acquired	315219	Direct
2012-01-31	Common Stock	S	50000	$32.1813	Disposed	265219	Direct
2012-01-31	Common Stock	S	100	$32.232	Disposed	265119	Direct

Derivative Transactions

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3110.51	Indirect
Common Stock	5298.86	Indirect

Footnotes

F1: Sales effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on 11-10-2010. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $32.0000 to $32.3750. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price

F2: Estimated shares attributable to TI 401(k) Account as of 12-31-2011. (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 12-31-2011 that are eligible for deferred reporting on Form 5.

F3: Estimated shares attributable to TI Universal Profit Sharing Account as of 12-31-2011. (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 12-31-2011 that are eligible for deferred reporting on Form 5.

F4: The option becomes 100% exercisable on the first anniversary of the option date.