SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* MCCRACKEN EDWARD R (Last) (First) (Middle) STOCK ADMINISTRATION, M/S G1-1160 2900 SEMICONDUCTOR DRIVE (Street) SANTA CLARA CA 95051 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NATIONAL SEMICONDUCTOR CORP [ NSM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/23/2011
	4. 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 Acquired, Disposed of, or Beneficially Owned
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, par value $0.50 per share(1)	09/23/2011		D		116,551	D	$25(1)	0	D
Common Stock, par value $0.50 per share(2)	09/23/2011		D		36,000	D	$25(2)	0	D
Common Stock, par value $0.50 per share(1)	09/23/2011		D		40,000	D	$25(1)	0	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock option (right to buy)(4)	$15.57	09/23/2011		D			10,000(4)	(4)	(4)	Common Stock	10,000(4)	(4)	0	D
Stock option (right to buy)(4)	$17.15	09/23/2011		D			20,000(4)	(4)	(4)	Common Stock	20,000(4)	(4)	0	D

Explanation of Responses:

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. 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.

4. 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	09/23/2011
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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