TEXAS INSTRUMENTS INC — Director's Dealing 2017

Jan 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2017-01-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-26	Common Stock	M	40000	$23.05	Acquired	993164	Direct
2017-01-26	Common Stock	M	180000	$23.05	Acquired	1173164	Direct
2017-01-26	Common Stock	A	69392	—	Acquired	1242556	Direct
2017-01-26	Common Stock	S	220000	$78.86	Disposed	1022556	Direct
2017-01-27	Common Stock	M	220000	$23.05	Acquired	1242556	Direct
2017-01-27	Common Stock	S	77677	$77.95	Disposed	1164879	Direct
2017-01-27	Common Stock	S	142323	$78.64	Disposed	1022556	Direct
2017-01-30	Common Stock	M	100000	$23.05	Acquired	1122556	Direct
2017-01-30	Common Stock	S	100000	$77.82	Disposed	1022556	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-26	NQ Stock Option (Right to Buy)	$23.05	M	40000	Disposed	2020-01-28	Common Stock (40000)	Direct
2017-01-26	NQ Stock Option (Right to Buy)	$23.05	M	180000	Disposed	2020-01-28	Common Stock (180000)	Direct
2017-01-27	NQ Stock Option (Right to Buy)	$23.05	M	220000	Disposed	2020-01-28	Common Stock (220000)	Direct
2017-01-30	NQ Stock Option (Right to Buy)	$23.05	M	100000	Disposed	2020-01-28	Common Stock (100000)	Direct
2017-01-26	NQ Stock Option (Right to Buy)	$79.26	A	333615	Acquired	2027-01-26	Common Stock (333615)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45711	Indirect
Common Stock	205.61	Indirect
Common Stock	12948.31	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 $78.53 to $79.45. 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 $77.74 to $78.32. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F4: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $78.33 to $78.935. 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 price in Table 1 is a weighted average sale price. The sales were at prices ranging from $77.40 to $78.065. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F6: Beneficial ownership by reporting person disclaimed.

F7: Estimated shares attributable to TI 401(k) Account as of 12-31-2016. (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 12-31-2016 that are eligible for deferred reporting on Form 5.

F8: Estimated shares attributable to TI Universal Profit Sharing Account as of 12-31-2016. (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 12-31-2016 that are eligible for deferred reporting on Form 5.

F9: The option became exercisable in four equal annual installments beginning on January 28, 2011.

F10: The option becomes exercisable in four equal annual installments beginning on January 26, 2018.