| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TEXAS INSTRUMENTS INC [ TXN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/26/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/26/2017 | M | 40,000 | A | $23.05 | 993,164 | D | |||
| Common Stock | 01/26/2017 | M | 180,000 | A | $23.05 | 1,173,164 | D | |||
| Common Stock | 01/26/2017 | A | 69,392(1) | A | $0 | 1,242,556 | D | |||
| Common Stock | 01/26/2017 | S | 220,000 | D | $78.86(2) | 1,022,556 | D | |||
| Common Stock | 01/27/2017 | M | 220,000 | A | $23.05 | 1,242,556 | D | |||
| Common Stock | 01/27/2017 | S | 77,677 | D | $77.95(3) | 1,164,879 | D | |||
| Common Stock | 01/27/2017 | S | 142,323 | D | $78.64(4) | 1,022,556 | D | |||
| Common Stock | 01/30/2017 | M | 100,000 | A | $23.05 | 1,122,556 | D | |||
| Common Stock | 01/30/2017 | S | 100,000 | D | $77.82(5) | 1,022,556 | D | |||
| Common Stock | 45,711(6) | I | By Children | |||||||
| Common Stock | 205.61(7) | I | By Trust 401(k) | |||||||
| Common Stock | 12,948.31(8) | I | By Trust PS | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| NQ Stock Option (Right to Buy) | $23.05 | 01/26/2017 | M | 40,000 | (9) | 01/28/2020 | Common Stock | 40,000 | $0 | 320,000 | D | ||||
| NQ Stock Option (Right to Buy) | $23.05 | 01/26/2017 | M | 180,000 | (9) | 01/28/2020 | Common Stock | 180,000 | $0 | 0 | D | ||||
| NQ Stock Option (Right to Buy) | $23.05 | 01/27/2017 | M | 220,000 | (9) | 01/28/2020 | Common Stock | 220,000 | $0 | 100,000 | D | ||||
| NQ Stock Option (Right to Buy) | $23.05 | 01/30/2017 | M | 100,000 | (9) | 01/28/2020 | Common Stock | 100,000 | $0 | 0 | D | ||||
| NQ Stock Option (Right to Buy) | $79.26 | 01/26/2017 | A | 333,615 | (10) | 01/26/2027 | Common Stock | 333,615 | $0 | 333,615 | D | ||||
| Explanation of Responses: |
| 1. Award of restricted stock units pursuant to 2009 Long-Term Incentive Plan. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. Beneficial ownership by reporting person disclaimed. |
| 7. 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. |
| 8. 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. |
| 9. The option became exercisable in four equal annual installments beginning on January 28, 2011. |
| 10. The option becomes exercisable in four equal annual installments beginning on January 26, 2018. |
| /s/ Muriel C. McFarling, Attorney in Fact | 01/30/2017 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||