TEXAS INSTRUMENTS INC — Director's Dealing 2016

Jul 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2016-07-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-27	Common Stock	M	107500	$23.05	Acquired	438880	Direct
2016-07-27	Common Stock	M	107500	$34.63	Acquired	546380	Direct
2016-07-27	Common Stock	S	215000	$70.5415	Disposed	331380	Direct
2016-07-27	Common Stock	M	30000	$34.63	Acquired	361380	Direct
2016-07-27	Common Stock	G	30000	—	Disposed	331380	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-27	NQ Stock Option (Right to Buy)	$23.05	M	107500	Disposed	2020-01-28	Common Stock (107500)	Direct
2016-07-27	NQ Stock Option (Right to Buy)	$34.63	M	107500	Disposed	2021-01-27	Common Stock (107500)	Direct
2016-07-27	NQ Stock Option (Right to Buy)	$34.63	M	30000	Disposed	2021-01-27	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20000	Indirect
Common Stock	2081.33	Indirect
Common Stock	44.45	Indirect

Footnotes

F1: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $70.50 to $70.86. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F2: Beneficial ownership by reporting person disclaimed.

F3: Estimated shares attributable to TI Universal Profit Sharing Account as of 6-30-2016. (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 6-30-2016 that are eligible for deferred reporting on Form 5.

F4: Estimated shares attributable to TI 401(k) Account as of 6-30-2016. (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 6-30-2016 that are eligible for deferred reporting on Form 5.

F5: The option became exercisable in four equal annual installments beginning on January 28, 2011.

F6: The option became exercisable in four equal annual installments beginning on January 27, 2012.