NVIDIA Corporation
NVIDIA CORP (Form: 4, Received: 09/08/2017 17:58:42)
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 *

HUANG JEN HSUN
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
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

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

9/6/2017
(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   9/6/2017     S    110000   D $166.0833   (1) 1641422   (2) D    
Common Stock                  16072217   (3) I   By Trust   (4)
Common Stock                  1237239   I   By Partnership   (5)
Common Stock                  557000   I   By Irrevocable Trust   (6)
Common Stock                  714855   (7) I   The Jen-Hsun Huang 2016 Annuity Trust I Agreement  
Common Stock                  714855   (8) I   The Lori Lynn Huang 2016 Annuity Trust I Agreement  
Common Stock                  761405   (9) I   The Jen-Hsun Huang 2016 Annuity Trust II Agreement  
Common Stock                  761405   (10) I   The Lori Lynn Huang 2016 Annuity Trust II Agreement  

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)  Represents weighted average sales price. The shares were sold at prices ranging from $166.62 to $166.75. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(2)  Includes 243 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on August 31, 2017.
(3)  On May 12, 2017, 54,850 shares of the Issuer's Common Stock held by The Jen-Hsun Huang 2016 Annuity Trust I Agreement, 54,850 shares of the Issuer's Common Stock held by The Lori Lynn Huang 2016 Annuity Trust I Agreement, 8,300 shares of the Issuer's Common Stock held by The Jen-Hsun Huang 2016 Annuity Trust II Agreement, and 8,300 shares of the Issuer's Common Stock held by The Lori Lynn Huang 2016 Annuity Trust II Agreement were transferred to the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 to satisfy annuity payments.
(4)  The shares are held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust"), of which the Reporting Person is a trustee.
(5)  The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.
(6)  The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.
(7)  On May 12, 2017, 54,850 shares of the Issuer's Common Stock held by The Jen-Hsun Huang 2016 Annuity Trust I Agreement were transferred to the Trust to satisfy annuity payments.
(8)  On May 12, 2017, 54,850 shares of the Issuer's Common Stock held by The Lori Lynn Huang 2016 Annuity Trust I Agreement were transferred to the Trust to satisfy annuity payments.
(9)  On May 12, 2017, 8,300 shares of the Issuer's Common Stock held by The Jen-Hsun Huang 2016 Annuity Trust II Agreement were transferred to the Trust to satisfy annuity payments.
(10)  On May 12, 2017, 8,300 shares of the Issuer's Common Stock held by The Lori Lynn Huang 2016 Annuity Trust II Agreement were transferred to the Trust to satisfy annuity payments.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HUANG JEN HSUN
C/O NVIDIA CORPORATION
2701 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95050
X
President and CEO

Signatures
/s/ Rebecca Peters, Attorney-in-Fact for Jen-Hsun Huang 9/8/2017
** 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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