TEXAS INSTRUMENTS INC — Director's Dealing 2017

Jan 30, 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: TROCHU CYNTHIA HOFF (SVP, Secretary & Gen Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-26	Common Stock	M	11250	$32.80	Acquired	69448	Direct
2017-01-26	Common Stock	M	12223	$44.09	Acquired	81671	Direct
2017-01-26	Common Stock	S	23473	$78.72	Disposed	58198	Direct
2017-01-26	Common Stock	A	10725	—	Acquired	68923	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-26	NQ Stock Option (Right to Buy)	$32.80	M	11250	Disposed	2023-01-25	Common Stock (11250)	Direct
2017-01-26	NQ Stock Option (Right to Buy)	$44.09	M	12223	Disposed	2024-01-23	Common Stock (12223)	Direct
2017-01-26	NQ Stock Option (Right to Buy)	$79.26	A	51559	Acquired	2027-01-26	Common Stock (51559)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2665	Indirect

Footnotes

F1: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $78.711 to $78.791. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F2: Award of restricted stock units pursuant to 2009 Long-Term Incentive Plan.

F3: The option becomes exercisable in four equal annual installments beginning on January 25, 2014.

F4: The option becomes exercisable in four equal annual installments beginning on January 23, 2015.

F5: The option becomes exercisable in four equal annual installments beginning on January 26, 2018.