| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NATI | Common Stock | Disposed to Issuer | -248,908 | -64% | 142,558 | 11 Oct 2023 | Direct | F1 | ||
| transaction | NATI | Common Stock | Disposed to Issuer | -14,991 | -11% | 127,567 | 11 Oct 2023 | Direct | F3, F4 | ||
| transaction | NATI | Common Stock | Disposed to Issuer | -37,567 | -29% | 90,000 | 11 Oct 2023 | Direct | F3, F4 | ||
| transaction | NATI | Common Stock | Disposed to Issuer | -90,000 | -100% | 0 | 11 Oct 2023 | Direct | F3, F4 |
| 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 | -2,726 | -100% | 0 | 11 Oct 2023 | Common Stock | 2,726 | Direct | F2, F5 | |||
| transaction | NATI | Restricted Stock Units (4/26/2016) | Disposed to Issuer | -2,952 | -100% | 0 | 11 Oct 2023 | Common Stock | 2,952 | Direct | F3, F4, F5 | |||
| transaction | NATI | Performance-Based Restricted Stock Units(2/17/2021) | Disposed to Issuer | -67,461 | -100% | 0 | 11 Oct 2023 | Common Stock | 67,461 | Direct | F3, F4, F5 | |||
| transaction | NATI | Performance-Based Restricted Stock Units(1/19/2022) | Disposed to Issuer | -84,526 | -100% | 0 | 11 Oct 2023 | Common Stock | 84,526 | Direct | F3, F4, F5 |
Eric H. Starkloff is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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. |