John Charles Roiko Form 4 NATIONAL INSTRUMENTS / John Charles Roiko ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Roiko John Charles

(Last) (First) (Middle)

C/O NATIONAL INSTRUMENTS CORPORATION

11500 NORTH MOPAC

(Street)

AUSTIN TX 78759

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL INSTRUMENTS CORP [ NATI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/01/2017		M	V	226(1)	A	$26.707	16,992	D
Common Stock	05/01/2017		M		3,171	A	(2)	20,163	D
Common Stock	05/01/2017		F		868	D	$34.4784	19,295	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	(2)	05/01/2017		M			331	(3)	05/01/2023	Common Stock	331	$0	0	D
Restricted Stock Units	(2)	05/01/2017		M			600	(3)	05/01/2024	Common Stock	991	$0	391	D
Restricted Stock Units	(2)	05/01/2017		M			600	(3)	05/01/2026	Common Stock	2,592	$0	1,992	D
Restricted Stock Units	(2)	05/01/2017		M			600	(3)	05/01/2027	Common Stock	3,416	$0	2,816	D
Restricted Stock Units	(2)	05/01/2017		M			240	(3)	05/01/2028	Common Stock	1,645	$0	1,405	D
Restricted Stock Units	(2)	05/01/2017		M			400	(3)	05/01/2030	Common Stock	3,600	$0	3,200	D
Restricted Stock Units	(2)	05/01/2017		M			400	(3)	05/01/2031	Common Stock	4,000	$0	3,600	D

Explanation of Responses:

1. Acquisition of stock under Issuer's employee stock purchase plan.

2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

3. The restricted stock units vest and become exercisable based on time and performance milestones set by the Issuer.

	David G. Hugley as attorney-in-fact for John Charles Roiko	05/02/2017
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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