NVIDIA Corporation
NVIDIA CORP (Form: 4, Received: 06/23/2017 18:59:35)
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
                                                                                  
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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 *

JONES HARVEY C
2. Issuer Name and Ticker or Trading Symbol

NVIDIA CORP [ NVDA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O NVIDIA CORPORATION, 2701 SAN TOMAS EXPRESSWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

6/21/2017
(Street)

SANTA CLARA, CA 95050
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/28/2017     G   V 65520   D $0   0   I   By Childrens' Trusts   (1)
Common Stock   3/28/2017     G   V 65520   A $0   65520   I   By Childrens' Trusts   (2)
Common Stock   6/21/2017     S    36500   D $159.47   (3) 720470   I   H.C. Jones Living Trust   (4)
Common Stock   6/22/2017     S    43500   D $159.2627   (5) 676970   I   H.C. Jones Living Trust   (4)
Common Stock   6/22/2017     S    65520   D $159.2627   (5) 0   I   By Childrens' Trusts   (6)
Common Stock                  30762   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  Prior to the transfer on March 28, 2017, the shares were held in trust as follows: 21,840 by the Trust FBO Gregory Charles Jones U/A 12/20/1991, 21,840 by the Trust FBO Carolyn Ellis Jones U/A 06/15/1990 and 21,840 by the Trust FBO Harvey Cooper Jones U/A 06/15/1990. The Reporting Person is co-trustee of each of the trusts. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(2)  After the transfer on March 28, 2017, the shares were held in trust as follows: 21,840 by the Gregory Charles Jones Legacy Trust U/A Dtd 09/15/2016, 21,840 by the Carolyn Ellis Jones Legacy Trust U/A Dtd 07/22/2016 and 21,840 by the Harvey Cooper Jones III Legacy Trust U/A Dtd 09/15/2016. The Reporting Person is co-trustee of each of the trusts. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(3)  The Reporting Person contributed shares of the common stock of NVIDIA Corporation (the "Common Stock") to an exchange fund in exchange for shares of the exchange fund. The Common Stock was valued at $159.47 per share for the purpose of determining the number of shares of the exchange fund issuable to the Reporting Person.
(4)  Shares are held by H.C. Jones Living Trust, of which the Reporting Person is the trustee.
(5)  The Reporting Person contributed shares of Common Stock to an exchange fund in exchange for shares of the exchange fund. The Common Stock was valued at $159.262689 per share for the purpose of determining the number of shares of the exchange fund issuable to the Reporting Person.
(6)  Prior to the exchange on June 22, 2017, the shares were held in trust as follows: 21,840 by the Gregory Charles Jones Legacy Trust U/A Dtd 09/15/2016, 21,840 by the Carolyn Ellis Jones Legacy Trust U/A Dtd 07/22/2016 and 21,840 by the Harvey Cooper Jones III Legacy Trust U/A Dtd 09/15/2016. The Reporting Person is co-trustee of each of the trusts. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JONES HARVEY C
C/O NVIDIA CORPORATION
2701 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95050
X



Signatures
/s/ Rebecca Peters, Attorney-in-Fact for Harvey C. Jones 6/23/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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