Eric H. Starkloff - Jan 30, 2023 Form 4 Insider Report for NATIONAL INSTRUMENTS CORP (NATI)

Role: President & CEO, Director
Signature: Deborah Donahue as attorney-in-fact for Eric H. Starkloff
Stock symbol: NATI
Transactions as of: Jan 30, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/1/2023, 02:14 PM
Previous filing: Jan 18, 2023
Next filing: Feb 2, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NATI	Common Stock	Award	$0	+66.8K	+23.65%	$0.00	349K	Jan 30, 2023	Direct	F1
transaction	NATI	Common Stock	Award	$0	+22.7K	+6.49%	$0.00	372K	Jan 30, 2023	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	Disposed to Issuer	$0	-75K	-100%	$0.00^*	0	Jan 30, 2023	Common Stock	75K		Direct	F3
transaction	NATI	Performance-Based Restricted Stock Units	Disposed to Issuer	$0	-25.5K	-100%	$0.00^*	0	Jan 30, 2023	Common Stock	25.5K		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 February 1, 2020 and reported voluntarily on the Form 4 filed with the Securities and Exchange Commission on February 4, 2020, based upon the determination that 89% of the PRSU vested given that the issuer's total shareholder return ranked at the 48.54 percentile as compared to the Russell 2000 Index over the performance period. 8,250 PRSUs not eligible for vesting at the end of the performance period were canceled.
F2	Represents the number of shares of Common Stock vested pursuant to the performance-based restricted stock unit ("PRSU") award that was granted on April 29, 2020 and reported voluntarily on the Form 4 filed with the Securities and Exchange Commission on May 1, 2020, based upon the determination that 89% of the PRSU vested given that the issuer's total shareholder return ranked at the 48.54 percentile as compared to the Russell 2000 Index over the performance period. 2,802 PRSUs not eligible for vesting at the end of the performance period were canceled.
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 2015 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, 2022.