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Investors who sold National Instruments Corp. common stock between Aug. 12, 2022, and Aug. 30, 2022, or between Sept. 12, 2022, and Sept. 28, 2022, may be eligible to claim a cash payment from a class action settlement.
National Instruments Corp., Eric Starkloff and Michael McGrath agreed to pay $28 million to settle a securities class action lawsuit alleging the company bought back its own stock in 2022 while withholding material information about acquisition proposals from Emerson Electric Co.
Who can file a claim?
The settlement includes anyone who sold National Instruments Corp. common stock between Aug. 12, 2022, and Aug. 30, 2022, or between Sept. 12, 2022, and Sept. 28, 2022, inclusive, and suffered damages as a result.
Additional details
- Both individuals and entities can be class members.
- The actual beneficial seller or a legal representative must submit the claim.
- Joint sellers must each sign the claim form.
- Executors, administrators, guardians, conservators and trustees may submit claims on behalf of others and must provide proof of authority.
- Each separate legal entity must submit one claim covering all of its accounts.
How much can class members receive?
The total settlement fund is $28,000,000. The amount each class member will receive depends on several factors:
- The number of valid claims submitted
- The number of shares sold during the class period
- The price received for each sale
- The total recognized losses of all claimants
The settlement administrator will distribute payments on a pro rata basis according to the court-approved plan of allocation:
- The estimated average recovery is about $3.01 per allegedly damaged share before deductions for taxes, administration costs, attorneys' fees and expenses, and any award to the lead plaintiff.
- Actual payments may be higher or lower depending on individual claims and the total number of valid claims.
- The settlement administrator will calculate a recognized loss for each share sold during the class period using the court-approved plan of allocation:
- Eligible shares are those class members bought on or before Aug. 11, 2022, or from Aug. 31, 2022, through Sept. 11, 2022.
- For eligible shares sold during either class period window for less than $48, the recognized loss is $48, the stock’s estimated true value, minus the sale price.
- Short sales during either class period window follow the same formula unless a purchase made during either window covers the short sale.
- Eligible shares sold at any other time or still held after Sept. 28, 2022, have no recognized loss.
- Each claimant's payment equals their recognized loss divided by the total recognized losses of all claimants times the fund.
- Class members whose payment would be less than $10 will not receive a payout.
How to claim a National Instruments securities class action settlement payment
Class members may file a claim online or download, print and complete the PDF claim form (pages 16-26 of the settlement notice) and mail it to the settlement administrator. The claim deadline is Jan. 14, 2027.
Settlement administrator's mailing address: National Instruments Securities Settlement, c/o Strategic Claims Services, P.O. Box 230, 600 N. Jackson St., Suite 205, Media, PA 19063
Proof or documentation required to submit a claim
All class members must provide their full Social Security number or taxpayer identification number. They must also provide holdings and transaction information, including:
- Number of shares held as of the opening of trading on Aug. 12, 2022
- Trade dates for sales and purchases from Aug. 12, 2022, through Sept. 28, 2022
- Number of shares sold, purchased or acquired
- Total sale, purchase or acquisition price
- Number of shares held as of the close of trading on Sept. 28, 2022
Class members must also provide documentation to support their holdings and transactions. Acceptable proof includes:
- Broker confirmation slips
- Broker account statements
- Authorized statements from a broker containing the transactional and holding information found in a confirmation slip or account statement
$28 million settlement fund
The $28,000,000 settlement fund includes:
- Settlement administration costs: To be determined
- Attorneys' fees: Up to $9,333,333.33
- Attorneys' expenses: Up to $1,000,000
- Service award to lead plaintiff: Up to $10,000 total
- Payments to eligible class members: Remainder of the fund
Important dates
- Fairness hearing: Jan. 13, 2027
- Deadline to file a claim: Jan. 14, 2027
When is the National Instruments securities class action settlement payout date?
The settlement administrator will issue payments after it processes all claims and the court resolves any appeals and grants final approval of the settlement.
Why did this class action settlement happen?
The class action lawsuit alleged National Instruments repurchased its own stock in 2022 while holding undisclosed information about acquisition proposals from Emerson Electric. The plaintiff claimed investors who sold shares during the class period did so at artificially depressed prices.
The defendants denied all allegations of wrongdoing but agreed to settle to eliminate the uncertainty, risk, costs and burdens of further litigation.
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