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: MARCH KEVIN P (Sr. Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-29	Common Stock	A	25506	—	Acquired	378673	Direct
2016-01-29	Common Stock	F	18173	—	Disposed	360500	Direct
2016-01-29	Common Stock	S	14940	$52.09	Disposed	345560	Direct
2016-01-29	Common Stock	S	4387	$52.62	Disposed	341173	Direct

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	134878	Acquired	2026-01-29	Common Stock (134878)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2069.46	Indirect
Common Stock	44.18	Indirect

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 $51.44 to $52.42. 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 $52.43 to $52.89.

F4: Estimated shares attributable to TI Universal Profit Sharing Account as of 12-31-2015. (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 12-31-2015 that are eligible for deferred reporting on Form 5.

F5: Estimated shares attributable to TI 401(k) Account as of 12-31-2015. (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 12-31-2015 that are eligible for deferred reporting on Form 5.

F6: The option becomes exercisable in four equal annual installments beginning on January 29, 2017.