0001181431-11-050389.txt : 20110923 0001181431-11-050389.hdr.sgml : 20110923 20110923185312 ACCESSION NUMBER: 0001181431-11-050389 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110923 FILED AS OF DATE: 20110923 DATE AS OF CHANGE: 20110923 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCCRACKEN EDWARD R CENTRAL INDEX KEY: 0001182469 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06453 FILM NUMBER: 111106082 MAIL ADDRESS: STREET 1: C/O TULARK INC STREET 2: TWO CORP DRIVE S CITY: SAN FRANCISCO STATE: CA ZIP: 94080 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000070530 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952095071 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 2900 SEMICONDUCTOR DR STREET 2: PO BOX 58090 CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 BUSINESS PHONE: 4087215000 MAIL ADDRESS: STREET 1: 2900 SEMICONDUCTOR DR CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 4 1 rrd322519.xml FORM 4 X0304 4 2011-09-23 1 0000070530 NATIONAL SEMICONDUCTOR CORP NSM 0001182469 MCCRACKEN EDWARD R STOCK ADMINISTRATION, M/S G1-1160 2900 SEMICONDUCTOR DRIVE SANTA CLARA CA 95051 1 0 0 0 Common Stock, par value $0.50 per share 2011-09-23 4 D 0 116551 25 D 0 D Common Stock, par value $0.50 per share 2011-09-23 4 D 0 36000 25 D 0 D Common Stock, par value $0.50 per share 2011-09-23 4 D 0 40000 25 D 0 I See Footnote Stock option (right to buy) 15.57 2011-09-23 4 D 0 10000 D Common Stock 10000 0 D Stock option (right to buy) 17.15 2011-09-23 4 D 0 20000 D Common Stock 20000 0 D 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. 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. Shares held by Thistlewood Foundation. The reporting person is an officer of Thistlewood Foundation and disclaims beneficial ownership of these shares except to his pecuniary interest therein. 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. /s/ Rose Hoffman; Attorney-in-fact for Edward R. McCracken 2011-09-23