TEXAS INSTRUMENTS INC — Director's Dealing 2012

Jan 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2012-01-26

Reporting Person: Lovett Melendy E (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-26	Common Stock	A	12500	—	Acquired	90000	Direct
2012-01-26	Common Stock	M	100	$29.19	Acquired	90100	Direct
2012-01-26	Common Stock	S	100	$32.31	Disposed	90000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-26	NQ Stock Option (Right to Buy)	$32.36	A	37500	Acquired	2022-01-26	Common Stock (37500)	Direct
2012-01-26	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	2833.36	Indirect

Footnotes

F1: Award of restricted stock units pursuant to 2009 Long Term Incentive Plan.

F2: 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.

F3: The option becomes exercisable in four equal annual installments beginning on January 26, 2013.

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