TEXAS INSTRUMENTS INC — Director's Dealing 2013

May 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2013-05-02

Reporting Person: Szczsponik John J Jr (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-02	Common Stock	M	50000	$32.39	Acquired	263085	Direct
2013-05-02	Common Stock	M	100000	$23.05	Acquired	363085	Direct
2013-05-02	Common Stock	S	150000	$36.7309	Disposed	213085	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-02	NQ Stock Option (Right to Buy)	$32.39	M	50000	Disposed	2014-01-14	Common Stock (50000)	Direct
2013-05-02	NQ Stock Option (Right to Buy)	$23.05	M	100000	Disposed	2020-01-28	Common Stock (100000)	Direct

Footnotes

F1: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $36.690 to $36.795. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F2: The option becomes exercisable in four equal annual installments beginning on January 14, 2005.

F3: The option becomes exercisable in four equal annual installments beginning on January 28, 2011.