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*
BAHAI AHMAD

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

(Street)
DALLAS TX 75243

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
01/25/2019
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)
Code V Amount (A) or (D) Price
Common Stock 01/25/2019 A 7,184(1) A $0 58,928 D
Common Stock 01/25/2019 M 10,484 A $52.93 69,412 D
Common Stock 01/25/2019 M 6,445 A $79.26 75,857 D
Common Stock 01/25/2019 S 16,929 D $103.6773(2) 58,928 D
Common Stock 01/25/2019 S 4,000 D $103.7094 54,928 D
Common Stock 01/25/2019 S 3,034 D $104.5408 51,894 D
Common Stock 01/25/2019 S 3,000 D $103.4126(3) 48,894 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
NQ Stock Option (Right to Buy) $104.41 01/25/2019 A 33,996 (4) 01/25/2029 Common Stock 33,996 $104.41 33,996 D
NQ Stock Option (Right to Buy) $52.93 01/25/2019 M 10,484 (5) 01/29/2026 Common Stock 10,484 $0 17,485 D
NQ Stock Option (Right to Buy) $79.26 01/25/2019 M 6,445 (6) 01/26/2027 Common Stock 6,445 $0 19,335 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 $103.65 to $103.7255. 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 $103.4087 to $103.43. 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 option becomes exercisable in four equal annual installments beginning on January 25, 2020.
5. The option becomes exercisable in four equal annual installments beginning on January 29, 2017.
6. The option becomes exercisable in four equal annual installments beginning on January 26, 2018.
/s/ Muriel C. McFarling, Attorney in Fact 01/29/2019
** 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.
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Exhibit 24

AUTHORIZATION


I hereby authorize Cynthia Hoff Trochu, Katharine Kane, Muriel C. McFarling,
Jane S. Nahra, Leslie O. Mba, Ben M. Carter, and Erin E. Hilton 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 17th day of May 2018.

/s/ Ahmad Bahai