Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Favre Ritu	2. Date of Event Requiring Statement (MM/DD/YYYY) 1/20/2021	3. Issuer Name and Ticker or Trading Symbol NATIONAL INSTRUMENTS CORP [NATI]
(Last)        (First)        (Middle) C/O NATIONAL INSTRUMENTS CORPORATION, 11500 NORTH MOPAC	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                          _____ 10% Owner ___X___ Officer (give title below)        _____ Other (specify below) Executive Vice President /
(Street) AUSTIN, TX 78759       (City)              (State)              (Zip)	5. If Amendment, Date Original Filed(MM/DD/YYYY)	6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	41546	D
Common Stock	1911	I	By Ritu Favre Survivor's Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-Based Restricted Stock Units	(1)	5/1/2036	Common Stock	14029	(1)	D

Explanation of Responses:

(1)

The number of performance-based restricted stock units ("PRSUs") reported in Table II represents the target number of PRSUs that were granted to the reporting person pursuant to the Issuer's 2020 Equity Incentive Plan. Per the terms of the award agreement governing the PRSUs, the number of underlying shares of the Issuer's common stock that the reporting person is ultimately entitled to receive at the time of vesting ranges from 0% to 200% of the target number of PRSUs granted, subject to how the Issuer's total shareholder return ranks in comparison to companies that comprise the Russell 2000 Index over a performance period consisting of the three years ended December 31, 2023.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Favre Ritu C/O NATIONAL INSTRUMENTS CORPORATION 11500 NORTH MOPAC AUSTIN, TX 78759			Executive Vice President

Signatures
Deborah Donahue as attorney-in-fact for Ritu Favre		1/29/2021
**Signature of Reporting Person		Date