TEXAS INSTRUMENTS INC — Director's Dealing 2021

Feb 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2021-01-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-28	Common Stock	A	38410	—	Acquired	579059	Direct
2021-01-28	Common Stock	M	112500	$44.09	Acquired	691559	Direct
2021-01-28	Common Stock	S	20582	$165.8789	Disposed	670977	Direct
2021-01-28	Common Stock	S	12319	$166.5229	Disposed	658658	Direct
2021-01-28	Common Stock	S	5000	$167.7744	Disposed	653658	Direct
2021-01-28	Common Stock	S	4320	$168.6912	Disposed	649338	Direct
2021-01-28	Common Stock	S	42421	$169.868	Disposed	606917	Direct
2021-01-28	Common Stock	S	27858	$170.4911	Disposed	579059	Direct
2021-01-29	Common Stock	M	112500	$44.09	Acquired	691559	Direct
2021-01-29	Common Stock	S	17156	$164.6715	Disposed	674403	Direct
2021-01-29	Common Stock	S	38725	$165.6815	Disposed	635678	Direct
2021-01-29	Common Stock	S	36932	$166.5339	Disposed	598746	Direct
2021-01-29	Common Stock	S	19687	$167.5075	Disposed	579059	Direct
2021-02-01	Common Stock	S	20093	$168.4895	Disposed	558966	Direct
2021-02-01	Common Stock	S	19364	$169.5157	Disposed	539602	Direct
2021-02-01	Common Stock	S	15266	$170.4299	Disposed	524336	Direct
2021-02-01	Common Stock	S	13004	$171.467	Disposed	511332	Direct
2021-02-01	Common Stock	S	1665	$172.0338	Disposed	509667	Direct
2021-02-01	Common Stock	M	40192	$44.09	Acquired	549859	Direct
2021-02-01	Common Stock	S	1875	$167.7796	Disposed	547984	Direct
2021-02-01	Common Stock	S	9875	$168.6117	Disposed	538109	Direct
2021-02-01	Common Stock	S	7500	$169.7179	Disposed	530609	Direct
2021-02-01	Common Stock	S	5419	$170.6847	Disposed	525190	Direct
2021-02-01	Common Stock	S	10004	$171.8092	Disposed	515186	Direct
2021-02-01	Common Stock	S	5519	$172.6056	Disposed	509667	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-28	NQ Stock Option (Right to Buy)	$169.23	A	159706	Acquired	2031-01-28	Common Stock (159706)	Direct
2021-01-28	NQ Stock Option (Right to Buy)	$44.09	M	112500	Disposed	2024-01-23	Common Stock (112500)	Direct
2021-01-29	NQ Stock Option (Right to Buy)	$44.09	M	112500	Disposed	2024-01-23	Common Stock (112500)	Direct
2021-02-01	NQ Stock Option (Right to Buy)	$44.09	M	40192	Disposed	2024-01-23	Common Stock (40192)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	308.5012	Indirect
Common Stock	47826	Indirect
Common Stock	12704.84	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 $165.19 to $166.18. 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 $166.19 to $167.16. 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 $167.20 to $168.185. 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 $168.20 to $169.135. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F6: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $169.225 to $170.21. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F7: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $170.22 to $170.975. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F8: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $164.10 to $165.095. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F9: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $165.13 to $166.125. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F10: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $166.13 to $167.12. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F11: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $167.13 to $167.935. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F12: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $167.95 to $168.945. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F13: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $168.955 to $169.95. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F14: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $169.96 to $170.94. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F15: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $170.96 to $171.94. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F16: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $171.98 to $172.1. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F17: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $167.15 to $168.13. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F18: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $168.165 to $169.16. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F19: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $169.17 to $170.15. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F20: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $170.20 to $171.165. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F21: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $171.22 to $172.21. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F22: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $172.22 to $172.85. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F23: Estimated shares attributable to TI 401(k) Account as of 12-31-2020. (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 12-31-2020 that are eligible for deferred reporting on Form 5.

F24: Shares held in trusts for benefit of children; beneficial ownership by reporting person disclaimed.

F25: Estimated shares attributable to TI Universal Profit Sharing Account as of 12-31-2020. (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 12-31-2020 that are eligible for deferred reporting on Form 5.

F26: The option becomes exercisable in four equal annual installments beginning on January 28, 2022.

F27: The option became exercisable in four equal annual installments beginning on January 23, 2015.