Scott A. Rust - Jan 18, 2022 Form 4 Insider Report for NATIONAL INSTRUMENTS CORP (NATI)

Role: Executive Vice President
Signature: /s/ R. Eddie Dixon, Jr. as attorney-in-fact for Scott Arthur Rust
Stock symbol: NATI
Transactions as of: Jan 18, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/20/2022, 05:15 PM
Previous filing: Nov 18, 2021
Next filing: Feb 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NATI	Common Stock	Award	$0	+5.26K	+15.63%	$0.00	38.9K	Jan 18, 2022	Direct	F1
transaction	NATI	Common Stock	Award	$0	+10.3K	+26.57%	$0.00	49.2K	Jan 18, 2022	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NATI	Performance-Based Restricted Stock Units	Award	$0	+15.5K		$0.00	15.5K	Jan 18, 2022	Common Stock	15.5K		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the number of shares of Common Stock vested pursuant to the performance-based restricted stock unit ("PRSU") award that was granted on January 22, 2019 and reported voluntarily on the Form 4 filed with the Securities and Exchange Commission on January 24, 2019, based upon the determination that 62% of the PRSU vested given that the issuer's total shareholder return ranked at the 32.33 percentile as compared to the Russell 2000 Index over the performance period.
F2	Represents restricted stock units granted on January 18, 2022 which will vest in three equal installments on the anniversary of the grant date.
F3	The number of PRSUs reported in Table II represents the target number of PRSUs that were granted to the reporting person pursuant to the Issuer's 2020 Equity Incentive Plan. Per the terms of the award agreement governing the PRSUs, the number of underlying shares of the Issuer's common stock that the reporting person is ultimately entitled to receive at the time of vesting ranges from 0% to 200% of the target number of PRSUs granted, subject to how the Issuer's total shareholder return ranks in comparison to companies that comprise the Russell 2000 Index over a performance period consisting of the three years ended December 31, 2024.