Sec Form 4 Filing - Starkloff Eric Howard @ NATIONAL INSTRUMENTS CORP - 2023-10-11

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 EXPRESSWAY 3. Date of Earliest Transaction (MM/DD/YY) 10/11/2023 (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 10/11/2023 D 248,908 D 142,558 D Common Stock 10/11/2023 D 14,991 D 127,567 D Common Stock 10/11/2023 D 37,567 D 90,000 D Common Stock 10/11/2023 D 90,000 D 0 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 Restricted Stock Units(4/21/2015) ( 5 ) 10/11/2023 D 2,726 ( 2 ) ( 2 ) Common Stock 2,726 ( 2 ) 0 D Restricted Stock Units (4/26/2016) ( 5 ) 10/11/2023 D 2,952 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 2,952 ( 3 ) ( 4 ) 0 D Performance-Based Restricted Stock Units(2/17/2021) ( 5 ) 10/11/2023 D 67,461 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 67,461 ( 3 ) ( 4 ) 0 D Performance-Based Restricted Stock Units(1/19/2022) ( 5 ) 10/11/2023 D 84,526 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 84,526 ( 3 ) ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Starkloff Eric Howard C/O NATIONAL INSTRUMENTS CORPORATION 11500 NORTH MOPAC EXPRESSWAY AUSTIN, TX78759 X President & CEO Signatures /s/ Deborah Donahue asattorney-in-fact for Eric H. Starkloff 10/11/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )Pursuant to the Merger Agreement, at the Effective Time, each award of NI restricted stock units held by the reporting person and granted under the NI 2010 Incentive Plan was canceled in exchange for the Merger Consideration in respect of each share underlying such award. ( 3 )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) ( 4 )(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. ( 5 )Each NI restricted stock unit represents a contingent right to receive one share of NI common stock.

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