Edgar Filing: GigOptix, Inc.

During the past five years, neither National Instruments nor, to the best of National Instruments’ knowledge, any director or executive officer of National Instruments, has been (i) convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

This Schedule 13D is being filed in connection with the acquisition of 1,066,265 shares of Common Stock by National Instruments as described in Item 5. National Instruments acquired the shares reported in this Schedule 13D as being beneficially owned by National Instruments in connection with the acquisition by the Issuer of ChipX, Incorporated (“ChipX”) on November 9, 2009 (the “Merger”). Immediately prior to the Merger, National Instruments was a ChipX stockholder. National Instruments received 1,066,265 shares of Common Stock as consideration for its shares of ChipX capital stock in the Merger.

National Instruments acquired all 1,066,265 of the shares pursuant to the Merger of a wholly-owned subsidiary of the Issuer with and into ChipX, which transaction closed on November 9, 2009. National Instruments has no current intention to acquire additional shares of the Issuer's common stock. Subject to market conditions and other factors, National Instruments may dispose of some or all of the shares of Common Stock at any time in the open market, in privately negotiated transactions, to third parties or otherwise. National Instruments may also acquire additional shares of the Issuer's common stock as it deems appropriate, whether in open market purchases, privately negotiated transactions or otherwise; however, National Instruments has no current intention to do so or to undertake any action with respect to any transaction with the Issuer. Except as otherwise disclosed herein, National Instruments has no current plans or proposals that relate to or would result in any of the actions listed in Items 4(a) through 4(j) of the instructions to Schedule 13D.

(a), (b) According to the Agreement and Plan of Merger dated November 9, 2009 filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2009, there were 8,852,374 shares of Common Stock issued and outstanding as of November 9, 2009 immediately following the closing of the Merger. Based on such information, National Instruments reports beneficial ownership of 1,066,265 shares of Common Stock, which represents 12.0% of the total number of issued and outstanding shares of Common Stock. Voting and dispositive power with respect to such shares of Common Stock is held solely by National Instruments.

There are currently no contracts, arrangements, understandings or relationships (legal or otherwise) between National Instruments or, to the best of National Instruments’ knowledge, any director or executive officer of National Instruments, and any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Name	Present Principal Occupation	Present Business Address	Country of Citizenship
James J. Truchard	President, Chief Executive Officer and Chairman of the Board of National Instruments Corporation	National Instruments Corporation 11500 North MoPac Expressway Austin, Texas 78759	United States

Charles J. Roesslein	Director of National Instruments Corporation and Chief Executive Officer of Austin Tele-Services, LLC	National Instruments Corporation 11500 North MoPac Expressway Austin, Texas 78759	United States

Jeffrey L. Kodosky	Director and Business and Technology Fellow of National Instruments Corporation	National Instruments Corporation 11500 North MoPac Expressway Austin, Texas 78759	United States

Donald M. Carlton	Director of National Instruments Corporation	National Instruments Corporation 11500 North MoPac Expressway Austin, Texas 78759	United States

Duy-Loan T. Le	Director of National Instruments Corporation and DSP Advanced Technology Ramp Manager of Texas Instruments Inc.	National Instruments Corporation 11500 North MoPac Expressway Austin, Texas 78759	United States

John K. Medica	Director of National Instruments Corporation	National Instruments Corporation 11500 North MoPac Expressway Austin, Texas 78759	United States

Alexander M. Davern	Chief Financial Officer and Senior Vice President, Manufacturing and IT Operations, of National Instruments Corporation	National Instruments Corporation 11500 North MoPac Expressway Austin, Texas 78759	United States

Peter Zogas, Jr.	Senior Vice President, Sales and Marketing, of National Instruments Corporation	National Instruments Corporation 11500 North MoPac Expressway Austin, Texas 78759	United States

Mark A. Finger	Vice President, Human Resources, of National Instruments Corporation	National Instruments Corporation 11500 North MoPac Expressway Austin, Texas 78759	United States

John M. Graff	Vice President, Marketing, Customer Operations and Investor Relations, of National Instruments Corporation	National Instruments Corporation 11500 North MoPac Expressway Austin, Texas 78759	United States

Raymond C. Almgren	Vice President, Product Marketing and Academic Relations, of National Instruments Corporation	National Instruments Corporation 11500 North MoPac Expressway Austin, Texas 78759	United States

1.	NAMES OF REPORTING PERSONS
	National Instruments Corporation

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)o
	(See Instructions)	(b)o

3.	SEC USE ONLY

4.	SOURCE OF FUNDS (See Instructions)
	OO

5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	o

6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF	7.	SOLE VOTING POWER
SHARES		1,066,265
BENEFICIALLY
OWNED BY	8.	SHARED VOTING POWER
EACH		0
REPORTING
PERSON WITH	9.	SOLE DISPOSITIVE POWER
		1,066,265

	10.	SHARED DISPOSITIVE POWER
		0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,066,265

12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	o

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	12.0%

14.	TYPE OF REPORTING PERSON (See Instructions)
	CO

Dated: November 19, 2009	NATIONAL INSTRUMENTS CORPORATION

	By:	/s/ ALEX DAVERN
		Alex Davern
		Chief Financial Officer and Treasurer
		(Principal Accounting and Financial Officer)

David G. Hugley	Vice President, General Counsel and Secretary of National Instruments Corporation	National Instruments Corporation 11500 North MoPac Expressway Austin, Texas 78759	United States

Robert R. Porterfield	Vice President, Manufacturing, of National Instruments Corporation	National Instruments Corporation 11500 North MoPac Expressway Austin, Texas 78759	United States