SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Santone Angela

(Last)

(First)

(Middle)

208 S. AKARD ST.

(Street)

DALLAS

75202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AT&T INC. [ T ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. Exec VP-Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/13/2023		M		2,987⁽¹⁾	A	⁽²⁾	59,624⁽¹⁾	D
Common Stock	01/13/2023		F⁽³⁾		886⁽¹⁾	D	$19.55	58,738⁽¹⁾	D
Common Stock	01/13/2023		M		7,062⁽¹⁾	A	⁽⁴⁾	65,800⁽¹⁾	D
Common Stock	01/13/2023		F⁽³⁾		1,872⁽¹⁾	D	$19.55	63,928⁽¹⁾	D
Common Stock	01/13/2023		M		14,756⁽¹⁾	A	⁽⁵⁾	78,684⁽¹⁾	D
Common Stock	01/13/2023		F⁽³⁾		3,594⁽¹⁾	D	$19.55	75,090⁽¹⁾	D
Common Stock								2,428.8097⁽⁶⁾	I	By 401(k)
Common Stock								76,867.5211	I	By Benefit Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (2019)	⁽²⁾	01/13/2023		M			2,987⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	2,987⁽¹⁾	⁽²⁾	0	D
Restricted Stock Units (2021)	⁽⁴⁾	01/13/2023		M			7,062⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	7,062⁽¹⁾	⁽⁴⁾	7,062⁽¹⁾	D
Restricted Stock Units (2022)	⁽⁵⁾	01/13/2023		M			14,756⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	14,756⁽¹⁾	⁽⁵⁾	29,513⁽¹⁾	D

Explanation of Responses:

1. Reflects an anti-dilution adjustment made in connection with the WarnerMedia/Discovery transaction pursuant to the terms of the 2018 Incentive plan.

2. Restricted stock units acquired pursuant to AT&T 2018 Incentive Plan. Each unit will convert into one share of issuer's common stock. Units vest and distribute on 1/15/2023. Vesting (but not distribution) is accelerated on retirement eligibility.

3. Mandatory tax withholding on distribution of Restricted Stock Units.

4. Restricted stock units acquired pursuant to the 2018 Incentive Plan. Each unit will convert into one share of issuer's common stock. One-third of the units vests and distributes on each of 1/15/2022, 1/15/2023, and 1/15/2024. Vesting (but not distribution) is accelerated on retirement eligibility.

5. Restricted stock units acquired pursuant to the 2018 Incentive Plan. Each unit will convert into one share of issuer's common stock. One-third of the units vests and distributes on each of 1/15/2023, 1/15/2024, and 1/15/2025. Vesting (but not distribution) is accelerated on retirement eligibility.

6. Based on a 401(k) plan statement dated 11/30/2022.

	/s/ Johnell C. Holland, Attorney-in-fact	01/18/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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