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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock option (right to buy) (3) | $ 17.15 | 09/23/2011 | D | 20,000 (3) | (3) | (3) | Common Stock (3) | 20,000 (3) | (3) | 0 | D | ||||
| Stock option (right to buy) (3) | $ 15.57 | 09/23/2011 | D | 10,000 (3) | (3) | (3) | Common Stock (3) | 10,000 (3) | (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| APPLETON STEVEN R STOCK ADMINISTRATION, M/S G1-1160 2900 SEMICONDUCTOR DRIVE SANTA CLARA, CA 95051 |
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| /s/ Rose Hoffman; Attorney-in-fact for Steven R. Appleton | 09/23/2011 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | At the effective time of the merger pursuant to the Agreement and Plan of Merger, dated as of April 4, 2011 (the "Merger Agreement"), by and among National Semiconductor Corporation (the "Company"), Texas Instruments Incorporated and Orion Merger Corp., each share of the Company's common stock was converted into the right to receive $25.00 per share in cash, without interest and less any amount withheld for taxes. |
| (2) | Consists of restricted stock granted under the Company's Director Stock Plan. Pursuant to the Merger Agreement, all of the Company's restricted stock awards that were granted under the Company's equity plans and that were outstanding immediately prior to the change-of-control associated with the merger, whether or not vested, vested and were cancelled upon the change-of-control and were converted into the right to receive cash, without interest, equal to the product of (A) $25.00 and (B) the number of shares subject to such restricted stock. |
| (3) | Pursuant to the Merger Agreement, each option to purchase shares of the Company's Common Stock that was outstanding and unexercised immediately prior to the change-of-control associated with the merger that was granted under the Director Stock Option Plan, whether or not vested, vested and became fully exercisable and was cancelled upon such change-of-control and was converted into the right to receive cash, without interest, equal to the product of (A) the excess, if any, of $25.00 over the exercise price per share and (B) the number of shares subject to such option. |