4//SEC Filing
NATIONAL SEMICONDUCTOR CORP 4
Accession 0001181431-11-050403
CIK 0000070530operating
Filed
Sep 22, 8:00 PM ET
Accepted
Sep 23, 7:01 PM ET
Size
17.9 KB
Accession
0001181431-11-050403
Insider Transaction Report
Form 4
SWEENEY EDWARD
Senior Vice President
Transactions
- Disposition to Issuer
Restricted Stock Units
2011-09-23−124,499→ 0 totalExercise: $0.00→ Common Stock (124,499 underlying) - Disposition to Issuer
Common Stock, par value $0.50 per share
2011-09-23$25.00/sh−104,455$2,611,375→ 0 total - Disposition to Issuer
Stock option (right to buy)
2011-09-23−40,000→ 0 totalExercise: $14.71→ Common Stock (40,000 underlying) - Disposition to Issuer
Stock option (right to buy)
2011-09-23−100,000→ 0 totalExercise: $14.40→ Common Stock (100,000 underlying) - Disposition to Issuer
Stock option (right to buy)
2011-09-23−25,000→ 0 totalExercise: $20.68→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock option (right to buy)
2011-09-23−60,000→ 0 totalExercise: $12.89→ Common Stock (60,000 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]Pursuant to the Merger Agreement, each restricted stock unit award that was granted under the Company's 2009 Incentive Award Plan and that was outstanding immediately prior to the effective time of the merger was, upon the effective time of the merger, converted into and became a restricted stock unit award for a number of shares of TI common stock equal to the product of (A) the number of shares of the Company's common stock subject to such restricted stock unit award multiplied by (B) $25.00 divided by the average closing price per share of TI common stock for the five trading days immediately prior to the merger (the "Exchange Ratio"), rounded down to the nearest whole share.
- [F3]Pursuant to the Merger Agreement, each option to purchase shares of the Company's common stock that was granted under the Company's 2009 Incentive Award Plan and that was outstanding and unexercised immediately prior to the effective time of the merger was, upon the effective time of the merger, converted into and became an option to purchase a number of shares of TI common stock equal to the product of (A) the number of shares of the Company's common stock subject to such option multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share.
- [F4]Pursuant to the Merger Agreement, each option to purchase shares of the Company's common stock that was granted under the Company's equity plans other than the 2009 Incentive Award Plan and that was outstanding and unexercised immediately prior to the change-of-control associated with the merger, whether or not then vested and exercisable, vested and became fully exercisable and was cancelled upon such change-of-control and was converted into the right to receive cash, without interest and less any amount withheld for taxes, 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.
Documents
Issuer
NATIONAL SEMICONDUCTOR CORP
CIK 0000070530
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000070530
Filing Metadata
- Form type
- 4
- Filed
- Sep 22, 8:00 PM ET
- Accepted
- Sep 23, 7:01 PM ET
- Size
- 17.9 KB