CUSIP No. 636518 10 Page 1 of 5 Pages
OMB APPROVAL
OMB Number: 3235-014
Expires:December 31, 1997
Estimated average burden
hours per response.14.90
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
<PAGE>
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
WILLIAM C. NOWLIN, JR.
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 1,864,025
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
1,864,025
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,864,025
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.71%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE>
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 William C. Nowlin, Jr.
(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)
<PAGE>
CUSIP No. 636518 10 Page 4 of 5 Pages
Item 4. Ownership
(a) Amount Beneficially Owned 1,864,025*
(b) Percent of Class 5.71%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 1,864,025*
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or direct the disposition of 1,864,025*
(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 ofsecurities, 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 236 shares underlying stock options exercisable within 60 days of
December 31, 1997.
<PAGE>
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/ WILLIAM C. NOWLIN, JR.
-----------------------------------
William C. Nowlin, Jr., Director
