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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2024

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	04/29/2024		M		104,000	A	$53.94	507,851	D
Common Stock	04/29/2024		S		34,422	D	$177.9108⁽¹⁾	473,429	D
Common Stock	04/29/2024		S		66,525	D	$179.0418⁽²⁾	406,904	D
Common Stock	04/29/2024		S		3,053	D	$179.5514⁽³⁾	403,851	D
Common Stock	04/30/2024		M		104,000	A	$53.94	507,851	D
Common Stock	04/30/2024		S		16,577	D	$176.7567⁽⁴⁾	491,274	D
Common Stock	04/30/2024		S		56,342	D	$177.9438⁽⁵⁾	434,932	D
Common Stock	04/30/2024		S		31,081	D	$178.7426⁽⁶⁾	403,851	D
Common Stock								311.42⁽⁷⁾	I	By Trust 401(k)
Common Stock								12,824.66⁽⁸⁾	I	By Trust PS
Common Stock								48,840⁽⁹⁾	I	By Children

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)	$53.94	04/29/2024		M			104,000	⁽¹⁰⁾	01/28/2025	Common Stock	104,000	$0	412,440	D
NQ Stock Option (Right to Buy)	$53.94	04/30/2024		M			104,000	⁽¹⁰⁾	01/28/2025	Common Stock	104,000	$0	308,440	D

Explanation of Responses:

1. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $177.4299 to $178.42. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

2. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $178.43 to $179.425. 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 $179.43 to $179.74. 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 price in Table 1 is a weighted average sale price. The sales were at prices ranging from $176.46 to $177.45. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

5. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $177.47 to $178.46. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

6. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $178.47 to $179.17. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

7. Estimated shares attributable to TI 401(k) Account as of 03/31/2024. (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 03/31/2024 that are eligible for deferred reporting on Form 5.

8. Estimated shares attributable to TI Universal Profit Sharing Account as of 03/31/2024. (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 03/31/2024 that are eligible for deferred reporting on Form 5.

9. Shares held in trusts for benefit of children; beneficial ownership by reporting person disclaimed.

10. The option became exercisable in four equal annual installments beginning on January 28, 2016.

	/s/ Leslie Mba, Attorney in Fact	05/01/2024
	** 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).
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