TEXAS INSTRUMENTS INC — Director's Dealing 2016

May 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2016-04-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-29	Common Stock	M	270000	$29.79	Acquired	1364091	Direct
2016-04-29	Common Stock	M	45000	$14.95	Acquired	1409091	Direct
2016-04-29	Common Stock	S	315000	$57.1152	Disposed	1094091	Direct
2016-05-02	Common Stock	M	315000	$14.95	Acquired	1409091	Direct
2016-05-02	Common Stock	S	315000	$57.6924	Disposed	1094091	Direct
2016-05-03	Common Stock	M	259461	$14.95	Acquired	1353552	Direct
2016-05-03	Common Stock	M	45000	$14.95	Acquired	1398552	Direct
2016-05-03	Common Stock	S	304461	$57.2958	Disposed	1094091	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-29	NQ Stock Option (Right to Buy)	$29.79	M	270000	Disposed	2018-01-25	Common Stock (270000)	Direct
2016-04-29	NQ Stock Option (Right to Buy)	$14.95	M	45000	Disposed	2019-01-29	Common Stock (45000)	Direct
2016-05-02	NQ Stock Option (Right to Buy)	$14.95	M	315000	Disposed	2019-01-29	Common Stock (315000)	Direct
2016-05-03	NQ Stock Option (Right to Buy)	$14.95	M	259461	Disposed	2019-01-29	Common Stock (259461)	Direct
2016-05-03	NQ Stock Option (Right to Buy)	$14.95	M	45000	Disposed	2019-01-29	Common Stock (45000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	44511	Indirect
Common Stock	313	Indirect
Common Stock	12891.37	Indirect

Footnotes

F1: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $56.83 to $57.79. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F2: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $57.08 to $57.95. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F3: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $57.00 to $57.58. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F4: Beneficial ownership by reporting person disclaimed.

F5: Estimated shares attributable to TI 401(k) Account as of 3-31-2016. (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 3-31-2016 that are eligible for deferred reporting on Form 5.

F6: Estimated shares attributable to TI Universal Profit Sharing Account as of 3-31-2016. (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 3-31-2016 that are eligible for deferred reporting on Form 5.

F7: The option becomes exercisable in four equal annual installments beginning on January 25, 2009.

F8: The option becomes exercisable in four equal annual installments beginning on January 29, 2010.