0000904454-23-000059 4 1 20230124 20230126 20230126 Gray Charles Jeffrey 0001461137 4 34 001-06462 23558567 600 RIVERPARK DRIVE NORTH READING MA 01864 TERADYNE, INC 0000097210 3825 042272148 MA 1231 600 RIVERPARK DRIVE NORTH READING MA 01864 978-370-2700 600 RIVERPARK DRIVE NORTH READING MA 01864 TERADYNE INC 19920703 4 1 edgar.xml PRIMARY DOCUMENT FORM 4 OMB APPROVAL ? Check this box OMB Number: if no longer UNITED STATES SECURITIES AND EXCHANGE COMMISSION 3235-0287 subject to Washington, D.C. 20549 Estimated Section 16. Form STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF average burden 4 or Form 5 SECURITIES hours per obligations may response... 0.5 continue. See Instruction 1(b). 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 2. Issuer Name and Ticker 5. Relationship of Person * or Trading Symbol Reporting Person(s) to Gray Charles Jeffrey TERADYNE, INC [ TER ] Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other TERADYNE, INC., 600 RIVERPARK Transaction (MM/DD/YYYY) (specify below) DRIVE 1/24/2023 VP, General Counsel, Secretary (Street) 4. If Amendment, Date 6. Individual or NORTH READING, MA 01864 Original Filed Joint/Group Filing (Check (MM/DD/YYYY) 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 2. Trans. Date 2A. 3. Trans. Code 4. Securities Acquired (A) or 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed (Instr. 8) Disposed of (D) Securities Form: Direct (D) Indirect Execution (Instr. 3, 4 and 5) Beneficially or Indirect (I) Beneficial Date, if Owned Following (Instr. 4) Ownership any Reported (Instr. 4) Transaction(s) (A) (Instr. 3 and 4) or Code V Amount (D) Price Common Stock 1/24/2023 M (1) 1,040 A $72.1 39,692 D Common Stock 1/24/2023 S (1) 1,040 D $102 38,652 D Common Stock 1/24/2023 F 5,362 (3) D $103.02 33,290 D Common Stock 1/24/2023 F 433 (4) D $103.02 32,857 D Common Stock 1/25/2023 F 1,080 (5) D $103.44 31,777 D Common Stock 1/25/2023 S (1) 9,071 D $100.54 22,706 D Common Stock 1/25/2023 M (1) 1,999 A $36.75 24,705 D Common Stock 1/25/2023 S (1) 1,999 D $100.54 22,706 D Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. Trans. Date 3A. 4. Trans. Code 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Deemed (Instr. 8) Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or Execution Securities Derivative Security Derivative Securities Form of Indirect (Instr. 3) Exercise Date, if Acquired (A) or (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any Disposed of (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 and Following Direct (D) (Instr. 4) Security 5) Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Stock Option $72.1 1/24/2023 M (1) 1,040 (2) 1/24/2027 Common 1,040 $0 1,041 D (Right to Buy) Stock Stock Option $36.75 1/25/2023 M (1) 1,999 (6) 1/25/2026 Common 1,999 $0 0 D (Right to Buy) Stock Explanation of Responses: (1) The reported transactions were effected pursuant to a sales plan adopted by the Reporting Person and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934. (2) This option vests 25% per year over four years beginning on January 24, 2021, the first anniversary of the grant. (3) Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of performance-based restricted stock units on January 24, 2023. (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 January 24, 2023. (5) Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted stock units on January 25, 2023. (6) This option vested 25% per year over four years beginning on January 25, 2020, the first anniversary of the grant. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gray Charles Jeffrey TERADYNE, INC. VP, General Counsel, 600 RIVERPARK DRIVE Secretary NORTH READING, MA 01864 Signatures /s/ Ryan E. Driscoll, Attorney-in-Fact 1/26/2023 ** 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.