MCCRACKEN EDWARD R 4
4 · NATIONAL SEMICONDUCTOR CORP · Filed Sep 23, 2011
Insider Transaction Report
Form 4
MCCRACKEN EDWARD R
Director
Transactions
- Disposition to Issuer
Common Stock, par value $0.50 per share
2011-09-23$25.00/sh−36,000$900,000→ 0 total - Disposition to Issuer
Common Stock, par value $0.50 per share
2011-09-23$25.00/sh−116,551$2,913,775→ 0 total - Disposition to Issuer
Stock option (right to buy)
2011-09-23−20,000→ 0 totalExercise: $17.15→ Common Stock (20,000 underlying) - Disposition to Issuer
Common Stock, par value $0.50 per share
2011-09-23$25.00/sh−40,000$1,000,000→ 0 total(indirect: See Footnote) - Disposition to Issuer
Stock option (right to buy)
2011-09-23−10,000→ 0 totalExercise: $15.57→ Common Stock (10,000 underlying)
Footnotes (4)
- [F1]At the effective time of the merger pursuant to the Agreement and Plan of Merger, dated as of April 4, 2011 (the "Merger Agreement"), by and among National Semiconductor Corporation (the "Company"), Texas Instruments Incorporated and Orion Merger Corp., each share of the Company's common stock was converted into the right to receive $25.00 per share in cash, without interest and less any amount withheld for taxes.
- [F2]Consists of restricted stock granted under the Company's Director Stock Plan. Pursuant to the Merger Agreement, all of the Company's restricted stock awards that were granted under the Company's equity plans and that were outstanding immediately prior to the change-of-control associated with the merger, whether or not vested, vested and were cancelled upon the change-of-control and were converted into the right to receive cash, without interest, equal to the product of (A) $25.00 and (B) the number of shares subject to such restricted stock.
- [F3]Shares held by Thistlewood Foundation. The reporting person is an officer of Thistlewood Foundation and disclaims beneficial ownership of these shares except to his pecuniary interest therein.
- [F4]Pursuant to the Merger Agreement, each option to purchase shares of the Company's Common Stock that was outstanding and unexercised immediately prior to the change-of-control associated with the merger that was granted under the Director Stock Option Plan, whether or not vested, vested and became fully exercisable and was cancelled upon such change-of-control and was converted into the right to receive cash, without interest, equal to the product of (A) the excess, if any, of $25.00 over the exercise price per share and (B) the number of shares subject to such option.