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, 2788 SAN TOMAS EXPRESSWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

9/16/2020
(Street)

SANTA CLARA, CA 95051
(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 9/16/2020  F  5347 (1)D$500.58 1265351 (2)D  
Common Stock         15773859 I By Trust (3)
Common Stock         1237239 I By Partnership (4)
Common Stock         1251950 I By Irrevocable Remainder Trust (5)
Common Stock         747390 I The Lori Lynn Huang 2016 Annuity Trust II Agreement 
Common Stock         747390 I The Jen-Hsun Huang 2016 Annuity Trust II Agreement 
Common Stock         557000 I By Irrevocable Trust (6)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Represents shares of the Issuer's common stock withheld by the Issuer to satisfy taxes due by the Reporting Person in connection with the vesting of restricted stock units previously reported on a Form 4.
(2) Includes 10,781 shares issued upon the vesting of restricted stock units previously issued on a Form 4.
(3) 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.
(4) The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.
(5) The shares are held by The Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which the Reporting Person is a trustee.
(6) The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
HUANG JEN HSUN
C/O NVIDIA CORPORATION
2788 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95051
X
President and CEO

Signatures
/s/ Rebecca Peters, Attorney-in-Fact for Jen-Hsun Huang9/18/2020
**Signature of Reporting PersonDate

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