TEXAS INSTRUMENTS INC — Director's Dealing 2013

Feb 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2013-02-04

Reporting Person: RITCHIE KEVIN J (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-04	Common Stock	M	100000	$21.55	Acquired	348452	Direct
2013-02-04	Common Stock	M	125000	$14.95	Acquired	473452	Direct
2013-02-04	Common Stock	S	225000	$33.5304	Disposed	248452	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-04	NQ Stock Option (Right to Buy)	$21.55	M	100000	Disposed	2015-01-20	Common Stock (100000)	Direct
2013-02-04	NQ Stock Option (Right to Buy)	$14.95	M	125000	Disposed	2019-01-29	Common Stock (125000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3181.37	Indirect
Common Stock	5419.58	Indirect

Footnotes

F1: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $33.4000 to $33.6550. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F2: Estimated shares attributable to TI 401(k) Account as of 12-31-12. (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 12-31-12 that are eligible for deferred reporting on Form 5.

F3: Estimated shares attributable to TI Universal Profit Sharing Account as of 12-31-12. (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 12-31-12 reporting on Form 5.

F4: The option becomes exercisable in four equal annual installments beginning on January 20, 2006.

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