Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gray Charles Jeffrey
   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,General Counsel & Secretary
(Last)
(First)
(Middle)
TERADYNE, INC., 600 RIVERPARK DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
01/24/2017
(Street)

NORTH READING, MA 01864		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 01/24/2017   F(1)   1,640 D $ 26.53 59,781 D  
Common Stock 01/24/2017   M   3,268 A $ 26.53 56,429 D  
Common Stock 01/24/2017   M   4,992 A $ 26.53 61,421 D  
Common Stock 01/24/2017   F(1)   1,061 D $ 26.53 58,720 D  
Common Stock 01/25/2017   M   6,946 A $ 27.2 65,666 D  
Common Stock 01/25/2017   F(1)   2,254 D $ 27.2 63,412 D  
Common Stock 01/25/2017   M   3,473 A $ 27.2 66,885 D  
Common Stock 01/25/2017   F(1)   1,127 D $ 27.2 65,758 D  

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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 Underlying Securities
(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 (2) 01/24/2017   M     3,268   (2)   (2) Common Stock 3,268 $ 0 3,268 D  
Restricted Stock Units $ 0 (3) 01/24/2017   A   4,992     (4)   (4) Common Stock 4,992 $ 0 4,992 D  
Restricted Stock Units $ 0 (5) 01/24/2017   M     4,992   (5)   (5) Common Stock 4,992 $ 0 0 D  
Restricted Stock Units $ 0 (6) 01/25/2017   M     6,946   (6)   (6) Common Stock 6,946 $ 0 0 D  
Restricted Stock Units $ 0 (7) 01/25/2017   M     3,473   (7)   (7) Common Stock 3,473 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Gray Charles Jeffrey
TERADYNE, INC.
600 RIVERPARK DRIVE
NORTH READING, MA 01864		       VP,General Counsel & Secretary  

Signatures

 /s/ Ryan E. Driscoll, Deputy General Counsel, by power of attorney   01/26/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares/units withheld but not issued to satisfy certain tax withholding obligations.
(2) 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 on the anniversary of the grant.
(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 January 24, 2014. The number of performance-based RSU's was determined on January 24, 2017 and vest in full on January 24, 2017.
(5) Indicates conversion upon vesting of 100% of the performance-based Restricted Stock Units (RSU's) granted on January 24, 2014.
(6) Indicates conversion upon vesting of the final 25% of the performance-based Restricted Stock Units (RSU's) granted on January 25, 2013.
(7) Indicates conversion upon vesting of the final 25% of the time-based RSU's gratned on January 25, 2013.

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