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*
TEMPLETON RICHARD K

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2022
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 11/09/2022 G V 1,110 D $0 397,004 D
Common Stock 11/09/2022 G V 555 D $0 396,449 D
Common Stock 11/09/2022 G V 555 A $0 48,840(1) I By Children
Common Stock 11/10/2022 G V 22,069 D $0 374,380 D
Common Stock 01/26/2023 A 50,259(2) A $0 424,639 D
Common Stock 308.0692(3) I By Trust 401(k)
Common Stock 12,686.7475(4) I By Trust PS
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) $174.1 01/26/2023 A 188,942 (5) 01/26/2033 Common Stock 188,942 $0 188,942 D
Explanation of Responses:
1. Shares held in trusts for benefit of children; beneficial ownership by reporting person disclaimed.
2. Award of restricted stock units pursuant to 2009 Long-Term Incentive Plan.
3. Estimated shares attributable to TI 401(k) Account as of 12/31/2022. (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 12/31/2022 that are eligible for deferred reporting on Form 5.
4. Estimated shares attributable to TI Universal Profit Sharing Account as of 12/31/2022. (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 12/31/2022 that are eligible for deferred reporting on Form 5.
5. The option becomes exercisable in four equal annual installments beginning on January 26, 2024.
/s/ Leslie Mba, Attorney in Fact 01/30/2023
** 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).
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.
AUTHORIZATION
 	I hereby authorize Cynthia Hoff Trochu, Leslie O. Mba, Elizabeth M. Bedell,
Edgar A. Morales, Erin E. Hilton and John Whitney 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 12 day of January 2023.
	/s/ Richard K. Templeton