Teradyne, Inc.
TERADYNE, INC (Form: 4, Received: 07/05/2017 18:58:55)
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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MATZ MARILYN
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
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

TERADYNE, INC., 600 RIVERPARK DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

7/3/2017
(Street)

NORTH READING, MA 01864
(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

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
Restricted Stock Units   $0   (1) 7/3/2017     A      4993         (2)   (2) Common Stock   4993   $0   4993   D    

Explanation of Responses:
(1)  Each Restricted Stock Unit (RSU) represents the right to receive one share of Teradyne, Inc. common stock.
(2)  These RSUs were issued under the Teradyne, Inc. 2006 Equity and Cash Compensation Incentive Plan, are time-based, and will vest in full on the earlier of July 3, 2018 or the date the 2018 Annual Meeting of Shareholders is held.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MATZ MARILYN
TERADYNE, INC.
600 RIVERPARK DRIVE
NORTH READING, MA 01864
X



Signatures
/s/ Ryan E. Driscoll, Deputy General Counsel, by power of attorney 7/5/2017
** 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.

Consent

Date: June 16, 2017

TO WHOM IT MAY CONCERN:

I hereby authorize Teradyne, Inc.'s Chief Financial Officer, General Counsel, Corporate Counsel, Secretary, Assistant Secretary or Corporate Controller, or any of their respective designees to execute and cause to be filed, on my behalf, (i) Form 144 or any other documents to be filed pursuant to Rule 144 of the Securities Act of 1933 and any regulations thereunder with respect to securities of Teradyne, Inc. and
(ii) Form 4 and/or Form 5, including amendments thereto or other document required to be filed pursuant to Section 16(a) of the Securities and Exchange Act of 1934 and any regulations thereunder with respect to securities of Teradyne, Inc.

This authorization shall continue until terminated in writing by me.

Signature:/s/ Marilyn Matz    Date Signed:  June 16, 2017

Name Printed:  Marilyn Matz