FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NATIONAL SEMICONDUCTOR CORP [ NSM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/02/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/02/2008 | J | V | 72,695 | D | $0 | 27,305(1) | I | by Trust (GRAT 2007) | |
Common Stock | 10/02/2008 | J | V | 72,695 | A | $0 | 72,695(2) | I | by Trust (GRAT 2008) | |
Common Stock | 10/02/2008 | J | V | 72,695 | D | $0 | 27,305(3) | I | by Trust (SGRAT2007) | |
Common Stock | 10/02/2008 | J | V | 72,695 | A | $0 | 72,695(4) | I | by Trust (SGRAT2008) | |
Common Stock | 271,952.0038 | D | ||||||||
Common Stock | 678.25 | I | by Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. 72,695 shares distributed on 10/2/2008 from the 2007 Annuity Trust dated 9/20/2007 for Mr. Halla (GRAT2007), a grantor retained annuity trust of which Mr. Halla is trustee, which shares were then contributed to the 2008 Annuity Trust dated 10/2/2008 for Mr. Halla (GRAT2008), as described in footnote 2. |
2. 72,695 shares contributed on 10/2/2008 to the 2008 Annuity Trust dated 10/2/2008 for Mr. Halla (GRAT2008), a grantor retained annuity trust of which Mr. Halla is trustee. After the contribution Mr. Halla owns 271,952 shares directly and has indirect ownership of the 27,305 shares in the GRAT2007 and 72,695 shares in the GRAT2008. |
3. 72,695 shares distributed on 10/2/2008 from the 2007 Annuity Trust dated 9/20/2007 for Mrs. Halla (SGRAT2007), a grantor retained annuity trust of which Mr. Halla is trustee, which shares were then contributed to the 2008 Annuity Trust dated 10/2/2008 for Mrs. Halla, (SGRAT2008), as described in footnote 4. |
4. 72,695 shares contributed on 10/2/2008 to the 2008 Annuity Trust dated 10/2/2008 for Mrs. Halla (SGRAT2008), a grantor retained annuity trust of which Mr. Halla is trustee. After the contribution, Mr. Halla has indirect ownership of the 27,305 shares in the SGRAT2007 and 72,695 shares in the SGRAT2008. |
Remarks: |
The nature of the indirect beneficial ownership shown in row 2, item 7 on Table 1 is shares allocated and held by the Company's Retirement and Savings Program, a tax qualified defined contribution plan. As of May 25, 2008, based on unitized valuations provided by the Plan Trustee, 678.25 shares were allocated to Mr. Halla's account and were fully vested. Shares acquired under the Program are exempt under Rule 16b-3(c). Share amounts will vary based on unitized values provided by the Plan Trustee. |
By: Rose Hoffman, Attorney-in-fact For: Brian L. Halla | 11/03/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |