Sec Form 4 Filing - Starkloff Eric Howard @ NATIONAL INSTRUMENTS CORP - 2022-01-18

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 Starkloff Eric Howard 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O NATIONAL INSTRUMENTS CORPORATION, 11500 NORTH MOPAC 3. Date of Earliest Transaction (MM/DD/YY) 01/18/2022 (Street) AUSTIN, TX78759 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 01/18/2022 A 10,307( 1 ) A $ 0 251,034 D Common Stock 01/19/2022 A 56,351( 2 ) A $ 0 307,385 D

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 Performance-Based Restricted Stock Units ( 3 ) 01/19/2022 A 84,526 ( 3 ) 05/01/2037 Common Stock 84,526 $ 0 84,526 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Starkloff Eric Howard C/O NATIONAL INSTRUMENTS CORPORATION 11500 NORTH MOPAC AUSTIN, TX78759 X President & CEO Signatures /s/ R. Eddie Dixon, Jr. as attorney-in-fact for Eric H. Starkloff 01/20/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of shares of Common Stock vested pursuant to the performance-based restricted stock unit ("PRSU") award that was granted on January 22, 2019 and reported voluntarily on the Form 4 filed with the Securities and Exchange Commission on January 24, 2019, based upon the determination that 62% of the PRSU vested given that the issuer's total shareholder return ranked at the 32.33 percentile as compared to the Russell 2000 Index over the performance period. ( 2 )Represents restricted stock units granted on January 19, 2022 which will vest in three equal installments on the anniversary of the grant date. ( 3 )The number of PRSUs reported in Table II represents the target number of PRSUs that were granted to the reporting person pursuant to the Issuer's 2020 Equity Incentive Plan. Per the terms of the award agreement governing the PRSUs, the number of underlying shares of the Issuer's common stock that the reporting person is ultimately entitled to receive at the time of vesting ranges from 0% to 200% of the target number of PRSUs granted, subject to how the Issuer's total shareholder return ranks in comparison to companies that comprise the Russell 2000 Index over a performance period consisting of the three years ended December 31, 2024.

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).

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