SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Lizardi Rafael R

(Last) (First) (Middle)
12500 TI BOULEVARD

(Street)
DALLAS TX 75243

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2017
3. Issuer Name and Ticker or Trading Symbol
TEXAS INSTRUMENTS INC [ TXN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. Vice President & CFO
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 48,395(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
NQ Stock Option (Right to Buy) (2) 01/23/2024 Common Stock 27,675 44.09 D
NQ Stock Option (Right to Buy) (3) 01/28/2025 Common Stock 23,715 53.94 D
NQ Stock Option (Right to Buy) (4) 01/29/2026 Common Stock 29,973 52.93 D
NQ Stock Option (Right to Buy) (5) 01/26/2027 Common Stock 60,658 79.26 D
Explanation of Responses:
1. Includes 40,178 shares subject to terms of restricted stock units awarded under the Issuer's long-term incentive plans.
2. The option becomes exercisable in four equal annual installments beginning on January 23, 2015.
3. The option becomes exercisable in four equal annual installments beginning on January 28, 2016.
4. The option becomes exercisable in four equal annual installments beginning on January 29, 2017.
5. The option becomes exercisable in four equal annual installments beginning on January 26, 2018.
/s/ Muriel C. McFarling, Attorney in Fact 02/02/2017
** 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 5 (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.
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Exhibit 24

AUTHORIZATION

I hereby authorize Cynthia Hoff Trochu, Cynthia H. Grimm, Muriel C. McFarling,
Jane S. Nahra, Erin E. Hilton, and David M. Hanes or any one of them to sign
and file on my behalf any and all forms required by the Securities and
Exchange Commission pursuant to Section 16 of the Securities Exchange Act of
1934 (the ?Exchange Act?) relating to the reporting of beneficial ownership of
equity securities of Texas Instruments Incorporated (the ?Company?), and of
changes in such beneficial ownership, as well as any and all representation
letters that may be required in connection with sales by me of equity
securities of the Company, together with any and all amendments to the
foregoing.  This authorization shall be effective on and after the date set
forth below and shall continue in effect, unless earlier revoked by me in
writing, until I am no longer required to file such forms and letters provided,
however, that this authorization shall be deemed revoked with respect to any
individual named above upon such individual?s termination of active service
with the Company.

I acknowledge that the persons authorized hereunder are not assuming, nor is
the Company assuming, any of my responsibilities to comply with Section 16 of
the Exchange Act and other relevant securities laws.

Dated as of the 1st day of February 2017.

/s/ Raphael R. Lizardi