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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NATIONAL SEMICONDUCTOR CORP [ NSM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/13/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 10/13/2003 | M | 3,200 | A | $16.05 | 4,614.1636 | D | |||
Common Stock | 10/13/2003 | S | 3,200 | D | $38 | 1,414.1636 | D | |||
Common Stock | 10/13/2003 | M | 3,050 | A | $16.05 | 4,464.1636 | D | |||
Common Stock | 10/13/2003 | S | 3,050 | D | $38.24 | 1,414.1636 | D | |||
Common Stock | 10/13/2003 | M | 3,750 | A | $23 | 5,164.1636 | D | |||
Common Stock | 10/13/2003 | S | 3,750 | D | $38 | 1,414.1636 | D | |||
Common Stock | 10/13/2003 | M | 15,000 | A | $13.875 | 16,414.1636 | D | |||
Common Stock | 10/13/2003 | S | 15,000 | D | $38 | 1,414.1636 | D | |||
Common Stock | 10/13/2003 | M | 22,500 | A | $13 | 23,914.1636 | D | |||
Common Stock | 10/13/2003 | S | 22,500 | D | $38 | 1,414.1636 | D | |||
Common Stock | 10/13/2003 | M | 11,250 | A | $15.062 | 12,664.1636 | D | |||
Common Stock | 10/13/2003 | S | 11,250 | D | $38 | 1,414.1636 | D | |||
Common Stock | 10/13/2003 | M | 20,000 | A | $12.75 | 21,414.1636 | D | |||
Common Stock | 10/13/2003 | S | 20,000 | D | $38 | 1,414.1636 | D | |||
Common Stock | 517.6577 | I | by Trust | |||||||
Common Stock | 1,023.5167 | I | by Trust. |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Employee Stock Option with tandem tax withholding right | $12.75 | 10/13/2003 | M | 20,000 | (1) | 04/29/2009 | Common Stock | 20,000 | $0 | 0 | D | ||||
Employee Stock Option with tandem tax withholding right | $13 | 10/13/2003 | M | 22,500 | (2) | 07/28/2008 | Common Stock | 22,500 | $0 | 0 | D | ||||
Employee Stock Option with tandem tax withholding right | $13.875 | 10/13/2003 | M | 15,000 | (3) | 06/29/2008 | Common Stock | 15,000 | $0 | 0 | D | ||||
Employee Stock Option with tandem tax withholding right | $15.062 | 10/13/2003 | M | 11,250 | (4) | 01/21/2009 | Common Stock | 11,250 | $0 | 0 | D | ||||
Employee Stock Option with tandem tax withholding right | $16.05 | 10/13/2003 | M | 3,200 | (5) | 08/06/2012 | Common Stock | 3,200 | $0 | 21,800 | D | ||||
Employee Stock Option with tandem tax withholding right | $16.05 | 10/13/2003 | M | 3,050 | (5) | 08/06/2012 | Common Stock | 3,050 | $0 | 18,750 | D | ||||
Employee Stock Option with tandem tax withholding right | $23 | 10/13/2003 | M | 3,750 | (6) | 04/23/2008 | Common Stock | 3,750 | $0 | 0 | D |
Explanation of Responses: |
1. The stock option became exercisable in four equal annual installments beginning on April 29, 2000. |
2. The stock option became exercisable in four equal annual installments beginning on July 28, 1999. |
3. The stock option became exercisable in four equal annual installments beginning on June 29, 1999. |
4. The stock option became exercisable in four equal annual installments beginning on January 21, 2000. |
5. The stock option became exercisable in four equal annual installments beginning on August 6, 2003. |
6. The stock option became exercisable in four equal annual installments beginning on April 23, 1999. |
Remarks: |
The nature of the indirect beneficial ownership shown in item 7 on Table 1 are (1) shares allocated and held by the Profit Sharing Plan in the Company's Retirement and Savings Program. As of July 14, 2003, the contribution date for the 2003 fiscal year ending May 25, 2003, and the last contribution date for which data is available, based on unitized valuations provided by the Plan Trustee, 517.6577 shares were fully vested. Shares allocated under the Program are exempt under Rule 16b-3(c) and (2) shares acquired under the Company Stock Fund of the Savings Plus 401(k) Plan of the Company's Retirement and Savings Program. As of July 14, 2003, the date for which data was supplied for contributions made during the 2003 fiscal year ending May 25, 2003, based on unitized valuations provided by the Plan Trustee, 1,023.5167 shares of NSC stock had been acquired under the NSC Stock Fund for the benefit of Mr. Seif. Acquisitions are exempt as exempt Discretionay Transactions under Rule 16b-3(f). |
By: Emily Cervino, Attorney-in-Fact For: Ulrich Seif | 10/14/2003 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |