Scott Arthur Rust - 11 Oct 2023 Form 4 Insider Report for NATIONAL INSTRUMENTS CORP

Role: Executive Vice President
Signature: /s/ Deborah Donahue as attorney-in-fact for Scott A. Rust
Issuer symbol: N/A
Transactions as of: 11 Oct 2023
Net transactions value: $0
Form type: 4
Filing time: 11 Oct 2023, 19:24:18 UTC
Previous filing: 18 May 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NATI	Common Stock	Disposed to Issuer		-16,937	-46%		19,656	11 Oct 2023	Direct	F1
transaction	NATI	Common Stock	Disposed to Issuer		-2,922	-15%		16,734	11 Oct 2023	Direct	F3, F4
transaction	NATI	Common Stock	Disposed to Issuer		-6,888	-41%		9,846	11 Oct 2023	Direct	F3, F4
transaction	NATI	Common Stock	Disposed to Issuer		-9,846	-100%		0	11 Oct 2023	Direct	F3, F4

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	Restricted Stock Units(4/21/2015)	Disposed to Issuer		-1,636	-100%		0	11 Oct 2023	Common Stock	1,636		Direct	F2, F5
transaction	NATI	Restricted Stock Units (4/26/2016)	Disposed to Issuer		-1,770	-100%		0	11 Oct 2023	Common Stock	1,770		Direct	F3, F4, F5
transaction	NATI	Performance-Based Restricted Stock Units(1/19/2021)	Disposed to Issuer		-8,768	-100%		0	11 Oct 2023	Common Stock	8,768		Direct	F3, F4, F5
transaction	NATI	Performance-Based Restricted Stock Units(1/18/2022)	Disposed to Issuer		-15,500	-100%		0	11 Oct 2023	Common Stock	15,500		Direct	F3, F4, F5
transaction	NATI	Performance-Based Restricted Stock Units(3/3/2023)	Award		+14,769			14,769	11 Oct 2023	Common Stock	14,769		Direct	F5, F6
transaction	NATI	Performance-Based Restricted Stock Units(3/3/2023)	Disposed to Issuer		-14,769	-100%		0	11 Oct 2023	Common Stock	14,769		Direct	F5, F6

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

Scott Arthur Rust 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. ("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").
F2	Pursuant to the Merger Agreement, at the Effective Time, each award of NI restricted stock units held by the reporting person and granted under the NI 2010 Incentive Plan was canceled in exchange for the Merger Consideration in respect of each share underlying such award.
F3	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)
F4	(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.
F5	Each NI restricted stock unit represents a contingent right to receive one share of NI common stock.
F6	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 3 above.