<PAGE> 1
OMB APPROVAL
OMB Number: 3235-0145
Expires: August 31, 1999
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. THREE)*
NATIONAL INSTRUMENTS CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
636518 10
- --------------------------------------------------------------------------------
(CUSIP Number)
12/31/98
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1745 (3-98)
Page 1 of 4 pages
<PAGE> 2
CUSIP No. 636518 10
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
WILLIAM C. NOWLIN, JR.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Citizenship or Place of Organization
U.S.A.
- --------------------------------------------------------------------------------
Number of 5. Sole Voting Power
1,516,967
Shares -----------------------------------------------------------
6. Shared Voting Power
Beneficially 19,308
-----------------------------------------------------------
Owned by Each 7. Sole Dispositive Power
1,516,967
Reporting -----------------------------------------------------------
8. Shared Dispositive Power
Person With: 19,308
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,536,275
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
- --------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
4.66%
- --------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
Page 2 of 4 pages
<PAGE> 3
ITEM 1.
(a) Name of Issuer NATIONAL INSTRUMENTS CORPORATION
(b) Address of Issuer's
Principal Executive Offices 11500 NORTH MOPAC EXPRESSWAY,
AUSTIN, TEXAS 78759
ITEM 2.
(a) Name of Person Filing WILLIAM C. NOWLIN, JR.
(b) Address of Principal Business
Office or, if none, Residence 11500 NORTH MOPAC EXPRESSWAY,
AUSTIN, TEXAS 78759
(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 SECTIONS 240.13d-1(b)
OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment advisor in accordance with Section 240.13d-1(b)(1)
(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount of beneficially owed: 1,536,275
(b) Percent of class: 4.66%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 1,516,967*
(ii) Shared power to vote or to direct the vote 19,308**
(iii) Sole power to dispose or to direct the disposition of 1,516,967*
(iv) Shared power to dispose or to direct the disposition 19,308**
- --------
* Includes 371 shares underlying stock options exercisable within 60 days of
December 31, 1998 and 19,307 held in trusts.
** Held in trust.
Page 3 of 4 pages
<PAGE> 4
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 than
five percent of the class of securities, check the following. [X]
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
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set in this statement is true, complete and
correct.
February 10, 1999
-------------------------------------
Date
/s/ William C. Nowlin, Jr.
-------------------------------------
Signature
William C. Nowlin, Jr., Director
-------------------------------------
Name/Title
Page 4 of 4 pages
