Alexander M. Davern - Oct 11, 2023 Form 4 Insider Report for NATIONAL INSTRUMENTS CORP (NATI)

Role: Director
Signature: /s/ Deborah Donahue as attorney-in-fact for Alexander M. Davern
Stock symbol: NATI
Transactions as of: Oct 11, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/11/2023, 07:24 PM
Previous filing: Aug 1, 2023
Next filing: Nov 9, 2023

Transactions Table

Type	Sym	Class	Transaction	Shares	Change %	Shares After	Date	Ownership	Footnotes
transaction	NATI	Common Stock	Disposed to Issuer	-185K	-98.03%	3.72K	Oct 11, 2023	Direct	F1
transaction	NATI	Common Stock	Disposed to Issuer	-3.72K	-100%	0	Oct 11, 2023	Direct	F2
transaction	NATI	Common Stock	Disposed to Issuer	-90K	-100%	0	Oct 11, 2023	Davern 2021 Irrevocable Trust	F1

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

Alexander M. Davern is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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. 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").
F2	Pursuant to the Merger Agreement, at the Effective Time, each award of NI restricted stock units held by the reporting person was canceled in exchange for the Merger Consideration in respect of each share of NI common stock subject to such restricted stock unit award as of immediately prior to the Effective Time.

Content

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. 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").

Pursuant to the Merger Agreement, at the Effective Time, each award of NI restricted stock units held by the reporting person was canceled in exchange for the Merger Consideration in respect of each share of NI common stock subject to such restricted stock unit award as of immediately prior to the Effective Time.