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: 2012-01-30

Reporting Person: ANDERSON STEPHEN A. (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-30	Common Stock	M	100	$29.19	Acquired	191787	Direct
2012-01-30	Common Stock	M	12500	$14.94	Acquired	204287	Direct
2012-01-30	Common Stock	M	12500	$14.95	Acquired	216787	Direct
2012-01-30	Common Stock	S	25100	$32.0475	Disposed	191687	Direct
2012-01-31	Common Stock	S	4184	$32.1844	Disposed	187503	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-30	NQ Stock Option (Right to Buy)	$29.19	M	100	Disposed	2012-02-21	Common Stock (29.19)	Direct
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

Footnotes

F1: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $32.0400 to $32.0600. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F2: Sales effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on 10-29-2010. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $32.0300 to $32.3775. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F3: The option became 100% exercisable on February 21, 2003.

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