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CUSIP No. 636518 10 Page 1 of 5 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. Two)*
NATIONAL INSTRUMENTS CORPORATION
- ------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- ------------------------------------------------------------------------------
(Title of Class of Securities)
636518 10
- ------------------------------------------------------------------------------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing of this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 (2-95)
Page 1 of 5 Pages
CUSIP No. 636518 10 Page 2 of 5 Pages
CUSIP No. 636518 10 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAMES J. TRUCHARD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
NUMBER OF 8,986,074
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
8,986,074
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,986,074
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.52%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT
CUSIP No. 636518 10 Page 3 of 5 Pages
Item 1.
(a) Name of Issuer National Intruments Corporation
(b) Address of Issuer's Principal Executive Offices
6504 Bridge Point Parkway
Austin, TX 78730-5039
Item 2.
(a) Name of Person Filing James J. Truchard
(b) Address of Principal Business Office or, if none, Residence
6504 Bridge Point Parkway
Austin, TX 78730-5039
(c) Citizenship
U.S.A.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
N/A
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person is a: (a) |_| Broker or Dealer registered under Section
15 of the Act (b) |_| Bank as defined in section 3(a)(6) of the Act (c) |_|
Insurance Company as defined in section 3(a)(19) of the Act (d) |_| Investment
Company registered under section 8 of the Investment Company Act (e) |_|
Investment Adviser registered under section 203 of the Investment Advisers Act
of 1940 (f) |_| Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or Endowment
Fund, see ss.240.13d-1(b)(1)(ii)(F) (g) |_| Parent Holding Company, in
accordance with ss.240.13d-1(b)(ii)(G) (Note: See Item 7) (h) |_| Group, in
accordance with ss.240.13d-1(b)(1)(ii)(H)
CUSIP No. 636518 10 Page 4 of 5 Pages
Item 4. Ownership
(a) Amount Beneficially Owned 8,986,074*
(b) Percent of Class 27.52%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 8,986,074*
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or direct the disposition of 8,986,074*
(iv) shared power to dispose or direct the disposition of 0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more that
five percent of the class of securities, check the following |_|.
NOT APPLICABLE
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
NOT APPLICABLE
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
NOT APPLICABLE
Item 8. Identification and Classification of Members of the Group
NOT APPLICABLE
Item 9. Notice of Dissolution of Group
NOT APPLICABLE
* Includes 810,000 held in a trust and 90,000 shares held by a foundation over
which reporting person exerts voting and dispositive control.
CUSIP No. 636518 10 Page 5 of 5 Pages
Item 10.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date February 13, 1998
/s/ JAMES J. TRUCHARD
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James J. Truchard, President