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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^*

TROCHU CYNTHIA HOFF

(Last)

(First)

(Middle)

12500 TI BOULEVARD

(Street)

DALLAS

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)
SVP, Secretary & Gen Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/26/2023		A		6,606⁽¹⁾	A	$174.1	51,642	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
NQ Stock Option (Right to Buy)	$174.1	01/26/2023		A		24,833		⁽²⁾	01/26/2033	Common Stock	24,833	$174.1	24,833	D

Explanation of Responses:

1. Award of restricted stock units pursuant to 2009 Long-Term Incentive Plan.

2. 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 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 17 day of January 2023.
	/s/ Cynthia Hoff Trochu