Sec Form 4 Filing - TRUCHARD JAMES J @ NATIONAL INSTRUMENTS CORP - 2016-05-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TRUCHARD JAMES J 2. Issuer Name and Ticker or Trading Symbol NATIONAL INSTRUMENTS CORP [ NATI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) C/O NATIONAL INSTRUMENTS CORP, 11500 N. MOPAC EXPRESSWAY, BLDG. C 3. Date of Earliest Transaction (MM/DD/YY) 05/23/2016 (Street) AUSTIN, TX78759-3504 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/23/2016 J( 1 ) 400,900 D $ 0 8,663,197 D Common Stock 05/23/2016 J( 1 ) 400,900 A $ 0 9,064,097 D Common Stock 05/23/2016 J( 2 ) 395,002 D $ 0 8,669,095 D Common Stock 05/23/2016 J( 2 ) 395,002 A $ 0 9,064,097 D Common Stock 05/23/2016 J( 3 ) 395,002 D $ 0 8,669,095 D Common Stock 05/23/2016 J( 3 ) 395,002 A $ 0 9,064,097 D Common Stock 05/23/2016 J( 4 ) 380,875 D $ 0 8,683,222 D Common Stock 05/23/2016 J( 4 ) 380,875 A $ 0 9,064,097 D Common Stock 05/23/2016 P( 5 ) 394,819 A $ 27.495 9,458,916 D Common Stock 05/23/2016 J( 4 ) 380,875 D $ 0 0 I Held by Truchard 2010 Grandchildren's Trust, Dr. Truchard is the trustee. Common Stock 05/23/2016 J( 4 ) 380,875 A $ 0 380,875 I Held by Truchard 2010 Grandchildren's Trust, Dr. Truchard is the trustee. Common Stock 302,144 I Held by Truchard Descendant's Trust, Dr. Truchard is the trustee.

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TRUCHARD JAMES J C/O NATIONAL INSTRUMENTS CORP 11500 N. MOPAC EXPRESSWAY, BLDG. C AUSTIN, TX78759-3504 X X President Signatures David G. Hugley as attorney-in-fact for James J. Truchard 05/25/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )For estate planning purposes, on May 23, 2016 (the "Transfer Date"), Dr. James J. Truchard ("Dr. Truchard") transferred, for no consideration, 400,900 shares of the issuer's common stock to The Anthony Merrill Truchard 2010 Trust (the "Anthony Trust"). Simultaneously on the Transfer Date, for no consideration, the Anthony Trust transferred 400,900 shares of the issuer's common stock with a different cost basis for tax purposes to Dr. Truchard. ( 2 )For estate planning purposes, on the Transfer Date, Dr. Truchard transferred, for no consideration, 395,203 shares of the issuer's common stock to The Michael James Truchard 2010 GST Non-Exempt Trust (the "Michael Trust"). Simultaneously on the Transfer Date, for no consideration, the Michael Trust transferred 395,203 shares of the issuer's common stock with a different cost basis for tax purposes to Dr. Truchard. ( 3 )For estate planning purposes, on the Transfer Date, Dr. Truchard transferred, for no consideration, 395,203 shares of the issuer's common stock to The John-Marcel Truchard Nonexempt 2010 Trust (the "John-Marcel Trust"). Simultaneously on the Transfer Date, for no consideration, the John-Marcel Trust transferred 395,203 shares of the issuer's common stock with a different cost basis for tax purposes to Dr. Truchard. ( 4 )For estate planning purposes, on the Transfer Date, Dr. Truchard transferred, for no consideration, 380,875 shares of the issuer's common stock to The Truchard 2010 Grandchildren's Trust (the "Grandchildren's Trust"). Simultaneously on the Transfer Date, for no consideration, the Grandchildren's Trust transferred 380,875 shares of the issuer's common stock with a different cost basis for tax purposes to Dr. Truchard. Dr. Truchard is the trustee of the Grandchildren's Trust. ( 5 )For estate planning purposes, on the Transfer Date, The Aimee Christine Truchard 2010 Trust-Exempt (the "Aimee Trust") transferred 394,819 shares of the issuer's common stock and an amount of cash to Dr. Truchard in exchange for two promissory notes payable to Dr. Truchard.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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