0001181431-11-050395.txt : 20110923 0001181431-11-050395.hdr.sgml : 20110923 20110923185700 ACCESSION NUMBER: 0001181431-11-050395 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: MACLEOD DONALD CENTRAL INDEX KEY: 0001225000 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06453 FILM NUMBER: 111106091 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 rrd322507.xml FORM 4 X0304 4 2011-09-23 1 0000070530 NATIONAL SEMICONDUCTOR CORP NSM 0001225000 MACLEOD DONALD STOCK ADMINISTRATION, M/S G1-1160 2900 SEMICONDUCTOR DRIVE SANTA CLARA CA 95051 1 1 0 0 Chief Executive Officer Common Stock, par value $0.50 per share 2011-09-23 4 D 0 469085 25 D 0 D Common Stock, par value $0.50 per share 2011-09-23 4 D 0 2516 25 D 0 I See Footnote Restricted Stock Units 0 2011-09-23 4 D 0 487500 D Common Stock 487500 0 D Stock option (right to buy) 14.71 2011-09-23 4 D 0 135000 D Common Stock 135000 0 D Stock option (right to buy) 14.60 2011-09-23 4 D 0 600000 D Common Stock 600000 0 D Stock option (right to buy) 8.03 2011-09-23 4 D 0 43750 D Common Stock 43750 0 D Stock option (right to buy) 12.89 2011-09-23 4 D 0 230000 D Common Stock 230000 0 D Stock option (right to buy) 17.10 2011-09-23 4 D 0 700000 D Common Stock 700000 0 D Stock option (right to buy) 23.01 2011-09-23 4 D 0 90000 D Common Stock 90000 0 D Stock option (right to buy) 6.55 2011-09-23 4 D 0 50000 D Common Stock 50000 0 D Stock option (right to buy) 8.38 2011-09-23 4 D 0 50000 D Common Stock 50000 0 D Stock option (right to buy) 13.05 2011-09-23 4 D 0 100000 D Common Stock 100000 0 D Stock option (right to buy) 6.30 2011-09-23 4 D 0 43750 D Common Stock 43750 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. Held by trust of which the reporting person is a beneficiary. The reporting person disclaims beneficial ownership of these shares except to his pecuniary interest therein. Pursuant to the Merger Agreement, each restricted stock unit award that was granted under the Company's 2009 Incentive Award Plan and that was outstanding immediately prior to the effective time of the merger was, upon the effective time of the merger, converted into and became a restricted stock unit award for a number of shares of TI common stock equal to the product of (A) the number of shares of the Company's common stock subject to such restricted stock unit award multiplied by (B) $25.00 divided by the average closing price per share of TI common stock for the five trading days immediately prior to the merger (the "Exchange Ratio"), rounded down to the nearest whole share. Pursuant to the Merger Agreement, each option to purchase shares of the Company's common stock that was granted under the Company's 2009 Incentive Award Plan and that was outstanding and unexercised immediately prior to the effective time of the merger was, upon the effective time of the merger, converted into and became an option to purchase a number of shares of TI common stock equal to the product of (A) the number of shares of the Company's common stock subject to such option multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share. Pursuant to the Merger Agreement, each option to purchase shares of the Company's common stock that was granted under the Company's equity plans other than the 2009 Incentive Award Plan and that was outstanding and unexercised immediately prior to the change-of-control associated with the merger, whether or not then vested and exercisable, vested and became fully exercisable and was cancelled upon such change-of-control and was converted into the right to receive cash, without interest and less any amount withheld for taxes, 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 Donald Macleod 2011-09-23