Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
TRUCHARD JAMES J
  2. Issuer Name and Ticker or Trading Symbol
NATIONAL INSTRUMENTS CORP /DE/ [NATI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
(Last)
(First)
(Middle)
C/O NATIONAL INSTRUMENTS CORP, 11500 N. MOPAC EXPRESSWAY, BLDG. C
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2015
(Street)

AUSTIN, TX 78759-3504
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 09/02/2015   J(1)   300,973 D $ 0 9,063,124 D  
Common Stock 09/02/2015   J(1)   300,973 A $ 0 9,364,097 D  
Common Stock 09/02/2015   J(1)   300,973 D $ 0 0 I Held by the Trust.
Common Stock 09/02/2015   J(1)   300,973 A $ 0 300,973 (2) I Held by the Trust.
Common Stock               3,281,250 I Held by Truchard NATI Partners, Ltd., Dr. Truchard is the general partner.
Common Stock               300,972 I Held by James J. Truchard TTEE James J. Truchard Descendants Trust II, Dr. Truchard is the trustee.
Common Stock               77,243 I Held by Truchard Foundation, Dr. Truchard is the president.

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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TRUCHARD JAMES J
C/O NATIONAL INSTRUMENTS CORP
11500 N. MOPAC EXPRESSWAY, BLDG. C
AUSTIN, TX 78759-3504
  X   X   President  

Signatures

 David G. Hugley as attorney-in-fact for James J. Truchard   09/02/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) For estate planning purposes, on September 2, 2015 (the "Transfer Date"), Dr. James J. Truchard ("Dr. Truchard") transferred, for no consideration, 300,973 shares of the issuer's common stock to the James J. Truchard TR Truchard Descendants Trusts UA 04-JUN-93 (the "Trust"). Simultaneously on the Transfer Date, the Trust transferred, for no consideration, 300,973 shares of the issuer's common stock with a different cost basis for tax purposes to Dr. Truchard.
(2) On February 22, 2011, the common stock of National Instruments Corporation split 3-for-2, resulting in the Trust's ownership of 200,648 additional shares of common stock.

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