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: CRUTCHER BRIAN T (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-26	Common Stock	A	62500	—	Acquired	320576	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	187500	Acquired	2022-01-26	Common Stock (187500)	Direct

Holdings (Non-Derivative)

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

Footnotes

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

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 26, 2013.