TEXAS INSTRUMENTS INC — Director's Dealing 2015

Jan 31, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2015-01-28

Reporting Person: CRUTCHER BRIAN T (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-28	Common Stock	A	50983	—	Acquired	393798	Direct
2015-01-30	Common Stock	F	20041	$54.67	Disposed	373757	Direct
2015-01-30	Common Stock	M	40625	$34.63	Acquired	414382	Direct
2015-01-30	Common Stock	M	100000	$32.36	Acquired	514382	Direct
2015-01-30	Common Stock	S	140625	$54.00	Disposed	373757	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-28	NQ Stock Option (Right to Buy)	$53.94	A	289839	Acquired	2025-01-28	Common Stock (289839)	Direct
2015-01-30	NQ Stock Option (Right to Buy)	$34.63	M	40625	Disposed	2021-01-27	Common Stock (40625)	Direct
2015-01-30	NQ Stock Option (Right to Buy)	$32.36	M	100000	Disposed	2022-01-26	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24977	Indirect

Footnotes

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

F2: Withholding of shares of common stock to satisfy tax withholding obligation (relating to vesting of a previously granted award).

F3: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $54.0000 to $54.0050. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F4: The option becomes exercisable in four equal annual installments beginning on January 28, 2016.

F5: The option becomes exercisable in four equal annual installments beginning on January 27, 2012.

F6: The option becomes exercisable in four equal annual installments beginning on January 26, 2013.