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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CRUTCHER BRIAN T
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)

4/28/2011
(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   4/28/2011     M    7000   A $35.13   264683   D    
Common Stock   4/28/2011     M    7000   A $21.55   271683   D    
Common Stock   4/28/2011     M    7000   A $32.55   278683   D    
Common Stock   4/28/2011     S (1)    21000   D $35.443   257683   D    
Common Stock                  16909   (2) I   By Trust  
Common Stock                  1735.71   (3) I   By Trust-401(k)  
Common Stock                  97.61   (4) 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)   $35.13   4/28/2011     M         7000      (5) 7/31/2011   Common Stock   7000   $0   0   D    
NQ Stock Option (Right to Buy)   $21.55   4/28/2011     M         7000      (6) 1/20/2015   Common Stock   7000   $0   8000   D    
NQ Stock Option (Right to Buy)   $32.55   4/28/2011     M         7000      (7) 1/19/2016   Common Stock   7000   $0   8000   D    

Explanation of Responses:
( 1)  The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $35.44 to $35.4504. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.
( 2)  Shares held in trust for the benefit of family members of which reporting person is a trustee.
( 3)  Estimated shares attributable to TI 401(k) Account as of 3-31-2011. (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 3-31-2011 that are eligible for deferred reporting on Form 5.
( 4)  Estimated shares attributable to TI Universal Profit Sharing Account as of 3-31-2011. (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 3-31-2011 that are eligible for deferred reporting on Form 5.
( 5)  The option becomes exercisable in four equal annual installments beginning on July 31, 2002.
( 6)  The option becomes exercisable in four equal annual installments beginning on January 20, 2006.
( 7)  The option becomes exercisable in four equal annual installments beginning on January 19, 2007.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CRUTCHER BRIAN T
12500 TI BOULEVARD
DALLAS, TX 75243


Sr. Vice President

Signatures
/s/ Daniel M. Drory, Attorney In Fact 4/29/2011
** 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 control number.
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