TEXAS INSTRUMENTS INC — Director's Dealing 2013

Feb 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2013-01-31

Reporting Person: CRUTCHER BRIAN T (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-31	Common Stock	F	9532	$32.82	Disposed	465888	Direct
2013-02-01	Common Stock	M	12500	$14.95	Acquired	478388	Direct
2013-02-01	Common Stock	M	12500	$14.95	Acquired	490888	Direct
2013-02-01	Common Stock	S	25000	$33.461	Disposed	465888	Direct
2013-02-01	Common Stock	S	14651	$33.4672	Disposed	1134	Indirect
2013-02-01	Common Stock	G	24211	—	Disposed	441677	Direct
2013-02-01	Common Stock	G	24211	—	Acquired	25345	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-01	NQ Stock Option (Right to Buy)	$14.95	M	12500	Disposed	2019-01-29	Common Stock (12500)	Direct
2013-02-01	NQ Stock Option (Right to Buy)	$14.95	M	12500	Disposed	2019-01-29	Common Stock (12500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1805.47	Indirect
Common Stock	101.52	Indirect

Footnotes

F1: Withholding of shares of common stock to satisfy tax withholding obligation (relating to vesting of a previously granted award).

F2: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $33.46 to $33.47. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F3: 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.

F4: 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.

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