TEXAS INSTRUMENTS INC — Director's Dealing 2014

Jan 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2014-01-23

Reporting Person: NOVAK ROBERT K (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-23	Common Stock	A	10093	—	Acquired	105928	Direct
2014-01-27	Common Stock	M	12550	$28.32	Acquired	118478	Direct
2014-01-27	Common Stock	M	12550	$29.79	Acquired	131028	Direct
2014-01-27	Common Stock	M	63750	$23.05	Acquired	194778	Direct
2014-01-27	Common Stock	S	88850	$42.7769	Disposed	105928	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-23	NQ Stock Option (Right to Buy)	$44.09	A	54735	Acquired	2024-01-23	Common Stock (54735)	Direct
2014-01-27	NQ Stock Option (Right to Buy)	$28.32	M	12550	Disposed	2017-01-18	Common Stock (12550)	Direct
2014-01-27	NQ Stock Option (Right to Buy)	$29.79	M	12550	Disposed	2018-01-25	Common Stock (12550)	Direct
2014-01-27	NQ Stock Option (Right to Buy)	$23.05	M	63750	Disposed	2020-01-28	Common Stock (63750)	Direct

Footnotes

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

F2: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $42.6850 to $42.8100. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F3: The option becomes exercisable in four equal annual installments beginning on January 23, 2015.

F4: The option becomes exercisable in four equal annual installments beginning on January 18, 2008.

F5: The option becomes exercisable in four equal annual installments beginning on January 25, 2009.

F6: The option becomes exercisable in four equal annual installments beginning on January 28, 2011.