Jagiela Mark E Form 4 TERADYNE / MARK E JAGIELA 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^*

JAGIELA MARK E

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2016

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	01/25/2016		M		18,720	A	$19.44	285,899	D
Common Stock	01/25/2016		F(1)		6,075	D	$19.44	279,824	D
Common Stock	01/25/2016		M		9,360	A	$19.44	289,184	D
Common Stock	01/25/2016		F(1)		3,038	D	$19.44	286,146	D
Common Stock	01/25/2016		M		13,048	A	$19.44	299,194	D
Common Stock	01/25/2016		F(1)		4,370	D	$19.44	294,824	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(2)	01/25/2016		M			18,720	(2)	(2)	Common Stock	18,720	$0	18,720	D
Restricted Stock Units	$0(3)	01/25/2016		M			9,360	(3)	(3)	Common Stock	9,360	$0	9,360	D
Restricted Stock Units	$0(4)	01/25/2016		M			13,048	(4)	(4)	Common Stock	13,048	$0	26,097	D

Explanation of Responses:

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

2. Indicates conversion upon vesting of 25% of the performance-based Restricted Stock Units (RSU's) granted on January 25, 2013. The remaining portion will vest on the anniversary of the grant.

3. Indicates conversion upon vesting of 25% of the time-based Restricted Stock Units (RSU's) granted on January 25, 2013. The remaining portion will vest on the anniversary of the grant.

4. Indicates conversion upon vesting of 25% of the time-based Restricted Stock Units (RSU's) granted on January 24, 2014. The remaining portion will vest in two equal installments annually on the anniversary of the grant.

	/s/ Ryan E. Driscoll, Deputy General Counsel, by power of attorney	01/26/2016
	** 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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