0001181431-11-050400.txt : 20110923
0001181431-11-050400.hdr.sgml : 20110923
20110923190008
ACCESSION NUMBER: 0001181431-11-050400
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: BAHAI AHMAD
CENTRAL INDEX KEY: 0001498135
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06453
FILM NUMBER: 111106099
MAIL ADDRESS:
STREET 1: 2900 SEMICONDUCTOR DRIVE
STREET 2: M/S G1-1160
CITY: SANTA CLARA
STATE: CA
ZIP: 95051
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
rrd322493.xml
FORM 4
X0304
4
2011-09-23
1
0000070530
NATIONAL SEMICONDUCTOR CORP
NSM
0001498135
BAHAI AHMAD
STOCK ADMINISTRATION, M/S G1-1160
2900 SEMICONDUCTOR DRIVE
SANTA CLARA
CA
95051
0
1
0
0
Senior Vice President & CTO
Common Stock, par value $0.50 per share
2011-09-23
4
D
0
4202
25
D
0
D
Common Stock, par value $0.50 per share
2011-09-23
4
D
0
20001
25
D
0
D
Common Stock, par value $0.50 per share
2011-09-23
4
D
0
381
25
D
0
I
See Footnote
Restricted Stock Units (4)
0
2011-09-23
4
D
0
182582
D
Common Stock
182582
0
D
Restricted Stock Units (5)
0
2011-09-23
4
D
0
13334
D
Common Stock
13334
0
D
Stock option (right to buy) (6)
14.71
2011-09-23
4
D
0
30000
D
Common Stock
30000
0
D
Stock option (right to buy) (7)
12.25
2011-09-23
4
D
0
25000
D
Common Stock
25000
0
D
Stock option (right to buy) (7)
20.68
2011-09-23
4
D
0
40000
D
Common Stock
40000
0
D
Stock option (right to buy) (7)
11.03
2011-09-23
4
D
0
15000
D
Common Stock
15000
0
D
Stock option (right to buy) (7)
12.89
2011-09-23
4
D
0
75000
D
Common Stock
75000
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. 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 award.
Held by trusts 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 award unit 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 restricted stock unit award that was granted under the Company's incentive award plans other than the 2009 Incentive Award Plan and that was outstanding immediately prior to the effective time of the merger was cancelled, upon the effective time of the merger, and 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 unit award.
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 Ahmad Bahai
2011-09-23