TEXAS INSTRUMENTS INC — Director's Dealing 2016

Feb 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2016-01-29

Reporting Person: TROCHU CYNTHIA HOFF (SVP, Secretary & Gen Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-29	Common Stock	A	16059	—	Acquired	62818	Direct
2016-01-29	Common Stock	S	2900	$51.97	Disposed	59918	Direct
2016-01-29	Common Stock	S	2100	$52.48	Disposed	57818	Direct
2016-01-29	Common Stock	S	375	$51.2823	Disposed	2840	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-29	NQ Stock Option (Right to Buy)	$52.93	A	84924	Acquired	2026-01-29	Common Stock (84924)	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 $51.35 to $52.18. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price set forth in footnotes (2) and (3) to this Form 4.

F3: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $52.30 to $52.78.

F4: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $51.27 to $51.31. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F5: The option becomes exercisable in four equal annual installments beginning on January 29, 2017.