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^*

BAHAI AHMAD

(Last)

(First)

(Middle)

STOCK ADMINISTRATION, MAIL STOP G1-1160

2900 SEMICONDUCTOR DR.

(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 & CTO

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2011

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	06/21/2011		M		10,000	A	$20.68	34,203	D
Common Stock	06/21/2011		S		10,000	D	$24.67	24,203	D
Common Stock	06/21/2011		M		10,000	A	$11.03	34,203	D
Common Stock	06/21/2011		S		10,000	D	$24.67	24,203	D
Common Stock	06/21/2011		M		10,000	A	$14.71	34,203	D
Common Stock	06/21/2011		S		10,000	D	$24.67	24,203	D
Common Stock								59.53	I	by Trust⁽¹⁾
Common Stock								321.46	I	by Trust (1)⁽²⁾

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)
Non-Qualified Stock Option (right to buy)	$11.03	06/21/2011		M			10,000	⁽³⁾	12/15/2014	Common Stock	10,000	$0	15,000	D
Non-Qualified Stock Option (right to buy)	$14.71	06/21/2011		M			10,000	⁽³⁾	06/17/2016	Common Stock	10,000	$0	30,000	D
Non-Qualified Stock Option (right to buy)	$20.68	06/21/2011		M			10,000	⁽³⁾	07/15/2014	Common Stock	10,000	$0	40,000	D
Restricted Stock Units	$0	06/21/2011		A		35,000		⁽⁴⁾	06/21/2015	Common Stock	35,000	$0	35,000	D

Explanation of Responses:

1. Shares acquired under the Company Stock Fund of the Savings Plus 401(k) Plan of the Company's Retirement and Savings Program. Based on valuations provided by the Plan Trustee as of August 2, 2010 for contributions made 59.532 shares of Common Stock had been allocated under the Company Stock Fund. Acquisitions exempt as exempt Discretionary Transactions under Rule 16b-3(f).

2. The nature of the indirect beneficial ownership shown on Table 1 is shares allocated and held by the Company's Retirement and Savings Program, a tax qualified defined contribution plan. As of August 2, 2010, based on unitized valuations provided by the Plan Trustee, 321.456 shares were allocated to Mr. Bahai's account and were fully vested. Shares acquired under the Program are exempt under Rule 16b-3(c). Share amounts will vary based on unitized values provided by the Plan Trustee.

3. 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.

4. These units vest ratably over four years and are converted when vested into shares of stock.

	By: Rose Hoffman; Attorney-in-fact For: Ahmad Bahai	06/23/2011
	** 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).
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