SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Starkloff Eric Howard

(Last)

(First)

(Middle)

C/O NATIONAL INSTRUMENTS CORPORATION

11500 NORTH MOPAC

(Street)

AUSTIN

78759

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2013

3. Issuer Name and Ticker or Trading Symbol
NATIONAL INSTRUMENTS CORP /DE/ [ NATI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common	388	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	03/24/2014	Common Stock	12,000	$19.9	D
Restricted Stock Units	⁽²⁾	05/01/2020	Common Stock	1,220	⁽³⁾	D
Restricted Stock Units	⁽²⁾	05/01/2021	Common Stock	1,639	⁽³⁾	D
Restricted Stock Units	⁽²⁾	05/01/2022	Common Stock	2,602	⁽³⁾	D
Restricted Stock Units	⁽²⁾	05/01/2023	Common Stock	3,562	⁽³⁾	D
Restricted Stock Units	⁽²⁾	05/01/2024	Common Stock	3,575	⁽³⁾	D
Restricted Stock Units	⁽²⁾	05/01/2026	Common Stock	6,470	⁽³⁾	D
Restricted Stock Units	⁽²⁾	05/01/2027	Common Stock	7,500	⁽³⁾	D
Restricted Stock Units	⁽²⁾	05/01/2028	Common Stock	7,500	⁽³⁾	D

Explanation of Responses:

1. Options vested and became exercisable based on time and performance milestones set by the Issuer.

2. The restricted stock units vest and become exercisable based on time and performance milestones set by the Issuer.

3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

Remarks:

	Eric Howard Starkloff	05/03/2013
	** 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 5 (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.