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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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*
HALLA BRIAN

(Last) (First) (Middle)
STOCK ADMINISTRATION, MAIL STOP C1-640
2900 SEMICONDUCTOR DR.

(Street)
SANTA CLARA CA 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/13/2009
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)
Code V Amount (A) or (D) Price
Common Stock 07/13/2009 M 200,000 A $11.625 471,952.0038 D
Common Stock 07/13/2009 S 200,000 D $12.05 271,952.0038 D
Common Stock 07/14/2009 M 200,000 A $11.625 471,952.0038 D
Common Stock 07/14/2009 S 200,000 D $12.1582 271,952.0038 D
Common Stock 07/15/2009 M 88,200 A $11.625 360,152.0038 D
Common Stock 07/15/2009 S 88,200 D $12.8219 271,952.0038 D
Common Stock 703.483 I by Trust
Common Stock 27,305 I by Trust (GRAT 2007)
Common Stock 72,695 I by Trust (GRAT 2008)
Common Stock 27,305 I by Trust (SGRAT2007)
Common Stock 72,695 I by Trust (SGRAT2008)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option with tandem tax withholding right $11.63 07/13/2009 M 200,000 07/15/2004 (1) 07/15/2009 Common Stock 200,000 $0 288,200 D
Employee Stock Option with tandem tax withholding right $11.63 07/14/2009 M 200,000 07/15/2004 (1) 07/15/2009 Common Stock 200,000 $0 88,200 D
Employee Stock Option with tandem tax withholding right $11.63 07/15/2009 M 88,200 07/15/2004 (1) 07/15/2009 Common Stock 88,200 $0 0 D
Explanation of Responses:
1. The stock option becomes exercisable 25% on the first anniversary of the date of grant, and then 1/48th per month for the following 36 months.
By: Rose Hoffman, Attorney-in-fact For: Brian L. Halla 07/15/2009
** 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.