Beecher Gregory R Form 4 TERADYNE / Gregory R Beecher ownership change

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^*

Beecher Gregory R

(Last) (First) (Middle)

TERADYNE, INC.

600 RIVERPARK DRIVE

(Street)

NORTH READING MA 01864

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TERADYNE, INC [ TER ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2018

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	01/30/2018		F(1)		25,612	D	$46.33	77,676	D
Common Stock	01/30/2018		M		57,618	A	$46.33	103,288	D
Common Stock	01/30/2018		S		45,670	D	$46.57(2)	32,006	D
Common Stock	01/30/2018		M		5,959	A	$19.16	37,965	D
Common Stock	01/30/2018		S		5,959	D	$46.57(2)	32,006	D
Common Stock	01/30/2018		M		7,619	A	$18.1	39,625	D
Common Stock	01/30/2018		S		7,619	D	$46.57(2)	32,006	D
Common Stock	01/30/2018		M		5,259	A	$28.56	37,265	D
Common Stock	01/30/2018		S		5,259	D	$46.57(2)	32,006	D
Common Stock	01/30/2018		M		6,793	A	$19.43	38,799	D
Common Stock	01/30/2018		S		6,793	D	$46.57(2)	32,006	D
Common Stock	01/30/2018		M		7,735	A	$46.33	39,741	D
Common Stock	01/30/2018		F(1)		3,439	D	$46.33	36,302	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
Restricted Stock Units	$0(3)	01/30/2018		M			57,618	(4)	(4)	Common Stock	57,618	$0	0	D
Non-qualified Stock Option (Right to Buy)	$19.16	01/30/2018		M			5,959	01/24/2015(5)	01/24/2021	Common Stock	5,959	$0	0	D
Non-qualified Stock Option (Right to Buy)	$18.1	01/30/2018		M			7,619	01/30/2016(6)	01/30/2022	Common Stock	7,619	$0	7,619	D
Non-qualified Stock Option (Right to Buy)	$28.56	01/30/2018		M			5,259	01/27/2018(7)	01/27/2024	Common Stock	5,259	$0	15,779	D
Non-qualified Stock Option (Right to Buy)	$19.43	01/30/2018		M			6,793	01/29/2017(8)	01/29/2023	Common Stock	6,793	$0	13,585	D
Restricted Stock Units	$0(9)	01/30/2018		M			7,735	(9)	(9)	Common Stock	7,735	$0	7,735	D
Restricted Stock Units	$0(10)	01/30/2018		A		57,618		(10)	(10)	Common Stock	57,618	$0	57,618	D

Explanation of Responses:

1. Shares/units withheld but not issued to satisfy certain tax withholding obligations.

2. The reported price is based on a weighted average of multiple same-day transactions with prices ranging from $46.42 to $46.97 per share. Full information regarding the number of shares sold at each separate price is available to the Securities and Exchange Commission staff, the Issuer and any security holder of the Issuer upon request.

3. Each Restricted Stock Unit (RSU) represents the right to receive one share of Teradyne, Inc. common stock.

4. These are performance-based RSU's granted on January 30, 2015. The number of performance-based RSU's was determined on January 30, 2018 and vest in full on January 30, 2018.

5. This option is granted under Teradyne's 2006 Equity and Cash Compensation Incentive Plan, and is exercisable at the rate of 25% per year, commencing on the date of the first anniversary of the grant, January 24, 2015.

6. This option is granted under Teradyne's 2006 Equity and Cash Compensation Incentive Plan, and is exercisable at the rate of 25% per year, commencing on the date of the first anniversary of the grant, January 30, 2016.

7. This option is granted under Teradyne's 2006 Equity and Cash Compensation Incentive Plan, and is exercisable at the rate of 25% per year, commencing on the date of the first anniversary of the grant, January 27, 2018.

8. This option is granted under Teradyne's 2006 Equity and Cash Compensation Incentive Plan, and is exercisable at the rate of 25% per year, commencing on the date of the first anniversary of the grant, January 29, 2017.

9. Indicates conversion upon vesting of 25% of the time-based RSU's granted on January 30, 2015. The remaining portion will vest on January 30, 2019.

10. Indicates conversion upon vesting of 100% of performance-based RSU's granted on January 30, 2018.

	/s/ Ryan E. Driscoll, Deputy General Counsel, by power of attorney	02/01/2018
	** Signature of Reporting Person	Date
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