Texas Instruments
TEXAS INSTRUMENTS INC (Form: 4, Received: 11/06/2017 17:47:58)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DELAGI R GREGORY
2. Issuer Name and Ticker or Trading Symbol

TEXAS INSTRUMENTS INC [ TXN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr. Vice President
(Last)          (First)          (Middle)

12500 TI BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

11/2/2017
(Street)

DALLAS, TX 75243
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/2/2017     M    55000   A $14.95   189234.48   D    
Common Stock   11/2/2017     S    55000   D $96.392   (1) 134234.48   D    
Common Stock   11/3/2017     M    61250   A $23.05   195484.48   D    
Common Stock   11/3/2017     S    61250   D $96.7478   (2) 134234.48   D    
Common Stock   11/6/2017     M    122500   A $23.05   256734.48   D    
Common Stock   11/6/2017     S    122500   D $98.2599   (3) 134234.48   D    
Common Stock                  8   (4) I   By Son  
Common Stock                  7891.93   (5) I   By Trust 401(k)  
Common Stock                  4351.42   (6) I   By Trust PS  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $14.95   11/2/2017     M         55000      (7) 1/29/2019   Common Stock   55000   $0   0   D    
NQ Stock Option (Right to Buy)   $23.05   11/3/2017     M         61250      (8) 1/28/2020   Common Stock   61250   $0   122500   D    
NQ Stock Option (Right to Buy)   $23.05   11/6/2017     M         122500      (8) 1/28/2020   Common Stock   122500   $0   0   D    

Explanation of Responses:
(1)  The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $96.19 to $96.50. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.
(2)  The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $96.34 to $97.06. 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 $97.82 to $98.64. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.
(4)  Beneficial ownership by reporting person disclaimed.
(5)  Estimated shares attributable to TI 401(k) Account as of 9-30-2017. (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 9-30-2017 that are eligible for deferred reporting on Form 5.
(6)  Estimated shares attributable to TI Universal Profit Sharing Account as of 9-30-2017. (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 9-30-2017 that are eligible for deferred reporting on Form 5.
(7)  The option became exercisable in four equal annual installments beginning on January 29, 2010.
(8)  The option became exercisable in four equal annual installments beginning on January 28, 2011.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DELAGI R GREGORY
12500 TI BOULEVARD
DALLAS, TX 75243


Sr. Vice President

Signatures
/s/ Muriel C. McFarling, Attorney in Fact 11/6/2017
** 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).
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