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TEXAS INSTRUMENTS INC Director's Dealing 2012

Feb 2, 2012

29799_dirs_2012-02-01_fb588d1a-caef-4871-8cd7-3149f5a81bdc.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2012-01-30

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-01-30 Common Stock M 12500 $14.95 Acquired 333076 Direct
2012-01-30 Common Stock M 12500 $14.95 Acquired 345576 Direct
2012-01-30 Common Stock S 25000 $32.1442 Disposed 320576 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-01-30 NQ Stock Option (Right to Buy) $14.95 M 12500 Disposed 2019-01-29 Common Stock (12500) Direct
2012-01-30 NQ Stock Option (Right to Buy) $14.95 M 12500 Disposed 2019-01-29 Common Stock (12500) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 15452 Indirect
Common Stock 1765.35 Indirect
Common Stock 99.28 Indirect

Footnotes

F1: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $32.1400 to $32.1600. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F2: Shares held in trust for the benefit of family members of which reporting person is a trustee.

F3: 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.

F4: 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.

F5: The option becomes exercisable in four equal annual installments beginning on January 29, 2010.