Favre Ritu returned 45,620 shares to the company, closing all direct ownership in the company (SEC Form 4)
$NATI
Computer Software: Prepackaged Software
Technology
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NATIONAL INSTRUMENTS CORP [ NATI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/11/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/11/2023 | D | 10,477 | D | (1) | 28,760 | D | |||
| Common Stock | 10/11/2023 | D | 3,199 | D | (2)(3) | 25,561 | D | |||
| Common Stock | 10/11/2023 | D | 4,676 | D | (2)(3) | 20,885 | D | |||
| Common Stock | 10/11/2023 | D | 8,767 | D | (2)(3) | 12,118 | D | |||
| Common Stock | 10/11/2023 | D | 12,118 | D | (2)(3) | 0 | D | |||
| Common Stock | 10/11/2023 | D | 6,383 | D | (1) | 0 | I | By Ritu Favre Survivor's Trust | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Performance-Based Restricted Stock Units(1/19/2021) | (4) | 10/11/2023 | D | 14,029 | (2)(3) | (2)(3) | Common Stock | 14,029 | (2)(3) | 0 | D | ||||
| Performance-Based Restricted Stock Units(1/18/2022) | (4) | 10/11/2023 | D | 19,727 | (2)(3) | (2)(3) | Common Stock | 19,727 | (2)(3) | 0 | D | ||||
| Performance-Based Restricted Stock Units(3/3/2023) | (4) | 10/11/2023 | A | 18,178 | (5) | (5) | Common Stock | 18,178 | (5) | 18,178 | D | ||||
| Performance-Based Restricted Stock Units(3/3/2023) | (4) | 10/11/2023 | D | 18,178 | (5) | (5) | Common Stock | 18,178 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents shares of common stock of National Instruments Corporation ("NI") disposed of pursuant to the Agreement and Plan of Merger, dated April 12, 2023, by and among NI, Emerson Electric Co. ("Emerson") and Emersub CXIV, Inc. (the "Merger Agreement"). Pursuant to the Merger Agreement, at the effective time of the merger contemplated thereby (the "Effective Time"), each share of NI common stock held by the reporting person was converted automatically into the right to receive $60.00 per share in cash (the "Merger Consideration"). |
| 2. Pursuant to the Merger Agreement, at the Effective Time, each award of NI restricted stock units held by the reporting person and not granted under the NI 2010 Incentive Plan was converted into an award of Emerson time-based restricted stock units with respect to Emerson common stock ("Emerson Awards") of equivalent value and with the same terms and conditions as applied to such stock units immediately prior to the Effective Time. (cont'd) |
| 3. (cont'd) The number of shares of Emerson common stock subject to each such Emerson Award equals the number of shares of NI common stock subject to the corresponding NI award immediately prior to the Effective Time multiplied by an exchange ratio of 0.63146, which equals the quotient obtained by dividing (i) the Merger Consideration by (ii) the volume-weighted average closing price per share of Emerson common stock on the New York Stock Exchange for the five consecutive trading day period ending on the last trading day preceding the closing date, provided that, in the case of any NI restricted stock unit subject to performance goals that were incomplete as of the Effective Time, such performance goals were deemed satisfied at the target level at the Effective Time. |
| 4. Each NI performance-based restricted stock unit represents a contingent right to receive one share of NI common stock. |
| 5. Represents the target number of restricted stock units granted on March 3, 2023 under NI's 2022 Equity Incentive Plan, which would vest based on NI's total shareholder return percentile ranking relative to the companies in the Nasdaq Composite Index over a performance period consisting of the three years ended December 31, 2025, with the number of shares of NI common stock upon vesting ranging from 0% to 200% of target. Pursuant to the Merger Agreement, these restricted stock units were converted into Emerson Awards at the Effective Time as described in footnote 2 above. |
| /s/ Deborah Donahue as attorney-in-fact for Ritu Favre | 10/11/2023 | |
| ** 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 Number. | ||