SEC FORM 4

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

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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^*

SWEENEY EDWARD

(Last)

(First)

(Middle)

STOCK ADMINISTRATION, M/S G1-1160

2900 SEMICONDUCTOR DRIVE

(Street)

SANTA CLARA,

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.50 per share⁽¹⁾	09/23/2011		D		104,455	D	$25⁽¹⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽²⁾	$0	09/23/2011		D			124,499⁽²⁾	⁽²⁾	⁽²⁾	Common Stock⁽²⁾	124,499⁽²⁾	⁽²⁾	0	D
Stock option (right to buy)⁽³⁾	$14.71	09/23/2011		D			40,000⁽³⁾	⁽³⁾	⁽³⁾	Common Stock⁽³⁾	40,000⁽³⁾	⁽³⁾	0	D
Stock option (right to buy)⁽⁴⁾	$14.4	09/23/2011		D			100,000⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	100,000⁽⁴⁾	⁽⁴⁾	0	D
Stock option (right to buy)⁽⁴⁾	$12.89	09/23/2011		D			60,000⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	60,000⁽⁴⁾	⁽⁴⁾	0	D
Stock option (right to buy)⁽⁴⁾	$20.68	09/23/2011		D			25,000⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	25,000⁽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. 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.

3. 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.

4. 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 Edward J. Sweeney	09/23/2011
	** Signature of Reporting Person	Date
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