0001181431-11-050397.txt : 20110923
0001181431-11-050397.hdr.sgml : 20110923
20110923185818
ACCESSION NUMBER: 0001181431-11-050397
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: FRANKENBERG ROBERT J
CENTRAL INDEX KEY: 0001183579
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06453
FILM NUMBER: 111106093
MAIL ADDRESS:
STREET 1: 701 E. SUNBURST LN
CITY: ALPINE
STATE: UT
ZIP: 84004
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
rrd322505.xml
FORM 4
X0304
4
2011-09-23
1
0000070530
NATIONAL SEMICONDUCTOR CORP
NSM
0001183579
FRANKENBERG ROBERT J
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
61111
25
D
0
D
Common Stock, par value $0.50 per share
2011-09-23
4
D
0
36000
25
D
0
D
Stock option (right to buy)
6.28
2011-09-23
4
D
0
20000
D
Common Stock
20000
0
D
Stock option (right to buy)
17.15
2011-09-23
4
D
0
20000
D
Common Stock
20000
0
D
Stock option (right to buy)
10.60
2011-09-23
4
D
0
20000
D
Common Stock
20000
0
D
Stock option (right to buy)
15.57
2011-09-23
4
D
0
10000
D
Common Stock
10000
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.
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 Robert J. Frankenberg
2011-09-23