0001140361-23-047918.txt : 20231011 0001140361-23-047918.hdr.sgml : 20231011 20231011192402 ACCESSION NUMBER: 0001140361-23-047918 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231011 FILED AS OF DATE: 20231011 DATE AS OF CHANGE: 20231011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berenbaum Daniel CENTRAL INDEX KEY: 0001815049 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41595 FILM NUMBER: 231321529 MAIL ADDRESS: STREET 1: C/O EVERSPIN TECHNOLOGIES, INC. STREET 2: 5670 W. CHANDLER BLVD., SUITE 100 CITY: CHANDLER STATE: AZ ZIP: 85226 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL INSTRUMENTS CORP CENTRAL INDEX KEY: 0000935494 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 741871327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11500 NORTH MOPAC EXPRESSWAY CITY: AUSTIN STATE: TX ZIP: 78759 BUSINESS PHONE: 5123389119 MAIL ADDRESS: STREET 1: 11500 NORTH MOPAC EXPRESSWAY CITY: AUSTIN STATE: TX ZIP: 78759 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL INSTRUMENTS CORP /DE/ DATE OF NAME CHANGE: 19950113 4 1 form4.xml X0508 4 2023-10-11 true 0000935494 NATIONAL INSTRUMENTS CORP NATI 0001815049 Berenbaum Daniel C/O NATIONAL INSTRUMENTS CORPORATION 11500 NORTH MOPAC EXPRESSWAY AUSTIN TX 78759 true Chief Financial Officer, EVP false Common Stock 2023-10-11 4 D 0 150 D 14247 D Common Stock 2023-10-11 4 D 0 2177 D 12070 D Common Stock 2023-10-11 4 D 0 12070 D 0 D Performance-Based Restricted Stock Units(2/16/2023) 2023-10-11 4 A 0 21371 A Common Stock 21371 21371 D Performance-Based Restricted Stock Units(2/16/2023) 2023-10-11 4 D 0 21371 D Common Stock 21371 0 D Represents shares of common stock of National Instruments Corporation ("NI") disposed of pursuant to the Agreement and Plan of Merger, dated April 12, 2023, by and among NI, Emerson Electric Co. ("Emerson") and Emersub CXIV, Inc. (the "Merger Agreement"). Pursuant to the Merger Agreement, at the effective time of the merger contemplated thereby (the "Effective Time"), each share of NI common stock held by the reporting person was converted automatically into the right to receive $60.00 per share in cash (the "Merger Consideration"). Pursuant to the Merger Agreement, at the Effective Time, each award of NI restricted stock units held by the reporting person and not granted under the NI 2010 Incentive Plan was converted into an award of Emerson time-based restricted stock units with respect to Emerson common stock ("Emerson Awards") of equivalent value and with the same terms and conditions as applied to such stock units immediately prior to the Effective Time. (cont'd) (cont'd) The number of shares of Emerson common stock subject to each such Emerson Award equals the number of shares of NI common stock subject to the corresponding NI award immediately prior to the Effective Time multiplied by an exchange ratio of 0.63146, which equals the quotient obtained by dividing (i) the Merger Consideration by (ii) the volume-weighted average closing price per share of Emerson common stock on the New York Stock Exchange for the five consecutive trading day period ending on the last trading day preceding the closing date, provided that, in the case of any NI restricted stock unit subject to performance goals that were incomplete as of the Effective Time, such performance goals were deemed satisfied at the target level at the Effective Time. Each NI performance-based restricted stock unit represents a contingent right to receive one share of NI common stock. Represents the target number of restricted stock units granted on February 16, 2023 under NI's 2022 Equity Incentive Plan, which would vest based on NI's total shareholder return percentile ranking relative to the companies in the Nasdaq Composite Index over a performance period consisting of the three years ended December 31, 2025, with the number of shares of NI common stock upon vesting ranging from 0% to 200% of target. Pursuant to the Merger Agreement, these restricted stock units were converted into Emerson Awards at the Effective Time as described in footnote 2 above. /s/ Deborah Donahue as attorney-in-fact for Daniel Berenbaum 2023-10-11