FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
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 *

Burns Richard John
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)
President, Semiconductor Test
(Last)          (First)          (Middle)

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

10/1/2024
(Street)

NORTH READING, MA 01864
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
(City)        (State)        (Zip)

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 10/1/2024  M(1)  789 A$81.3 22,653.161 (3)D  
Common Stock 10/1/2024  S(1)  789 D$132.8 21,864.161 D  
Common Stock 10/1/2024  F  358 (4)D$128.99 21,506.161 D  
Common Stock 10/2/2024  S(1)  191 D$129.68 21,315.161 D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $81.3 10/1/2024  M (1)    789   (2)10/1/2027 Common Stock 789 $0 0 D  

Explanation of Responses:
(1) The reported transactions were effected pursuant to a sales plan adopted by the Reporting Person on February 15, 2024 and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.
(2) This option was granted under the Issuer's 2006 Equity and Cash Compensation Incentive Plan, and became exercisable at the rate of 25% per year commencing on October 1, 2021, the first anniversary of the grant.
(3) Includes 84.2919 shares acquired under the Issuer's Employee Stock Purchase Plan on June 28, 2024.
(4) Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted stock units on October 1, 2024.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Burns Richard John
TERADYNE, INC.
600 RIVERPARK DRIVE
NORTH READING, MA 01864


President, Semiconductor Test

Signatures
/s/ Ryan E. Driscoll, Attorney-in-Fact10/3/2024
**Signature of Reporting PersonDate


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.