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: TEMPLETON RICHARD K (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-28	Common Stock	A	90842	—	Acquired	1288356	Direct
2015-01-30	Common Stock	F	60848	$54.67	Disposed	1227508	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	516440	Acquired	2025-01-28	Common Stock (516440)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	43056	Indirect
Common Stock	303.39	Indirect
Common Stock	12496.12	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: Beneficial ownership by reporting person disclaimed.

F4: Estimated shares attributable to TI 401(k) Account as of 12-31-2014. (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 12-31-2014 that are eligible for deferred reporting on Form 5.

F5: Estimated shares attributable to TI Universal Profit Sharing Account as of 12-31-2014. (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 12-31-2014 that are eligible for deferred reporting on Form 5.

F6: The option becomes exercisable in four equal annual installments beginning on January 28, 2016.