Statement of Changes in Beneficial Ownership (4)
05 August 2021 - 08:58AM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
HUANG JEN HSUN |
2. Issuer Name and Ticker or Trading Symbol
NVIDIA CORP
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NVDA
]
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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)
8/2/2021 |
(Street)
SANTA CLARA, CA 95051
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/2/2021 | | M(1) | | 400000 | A | $3.6163 | 5583192 (2) | D | |
Common Stock | 8/2/2021 | | S(1) | | 46909 | D | $194.38 (3) | 5536283 | D | |
Common Stock | 8/2/2021 | | S(1) | | 44938 | D | $195.28 (4) | 5491345 | D | |
Common Stock | 8/2/2021 | | S(1) | | 55662 | D | $196.05 (5) | 5435683 | D | |
Common Stock | 8/2/2021 | | S(1) | | 83842 | D | $197.40 (6) | 5351841 | D | |
Common Stock | 8/2/2021 | | S(1) | | 119960 | D | $198.46 (7) | 5231881 | D | |
Common Stock | 8/2/2021 | | S(1) | | 48689 | D | $199.06 (8) | 5183192 | D | |
Common Stock | | | | | | | | 62565496 (2)(9) | I | By Trust (10) |
Common Stock | | | | | | | | 4948956 (2) | I | By Partnership (11) |
Common Stock | | | | | | | | 2986630 (2)(9) | I | The Lori Lynn Huang 2016 Annuity Trust II Agreement |
Common Stock | | | | | | | | 2986630 (2)(9) | I | The Jen-Hsun Huang 2016 Annuity Trust II Agreement |
Common Stock | | | | | | | | 2228000 (2) | I | By Irrevocable Trust (12) |
Common Stock | | | | | | | | 5007800 (2) | I | By Irrevocable Remainder Trust (13) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Employee Stock Option (Right to Buy) | $3.6163 (2) | 8/2/2021 | | M (1) | | | 400000 | (14) | 9/20/2021 | Common Stock | 400000.0 | $0 | 200000 (2) | D | |
Explanation of Responses: |
(1) | This transaction was pursuant to a 10b5-1 Plan, as adjusted to give effect to a four-for-one forward split of the Issuer's common stock in the form of a stock dividend distributed on July 19, 2021 (the "stock split"). |
(2) | Adjusted to reflect the stock split. |
(3) | Represents weighted average sales price. The shares were sold at prices ranging from $193.75 to $194.72. 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. |
(4) | Represents weighted average sales price. The shares were sold at prices ranging from $194.76 to $195.75. 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. |
(5) | Represents weighted average sales price. The shares were sold at prices ranging from $195.76 to $196.75. 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. |
(6) | Represents weighted average sales price. The shares were sold at prices ranging from $196.85 to $197.84. 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. |
(7) | Represents weighted average sales price. The shares were sold at prices ranging from $197.85 to $198.85. 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. |
(8) | Represents weighted average sales price. The shares were sold at prices ranging from $198.85 to $199.48. 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. |
(9) | As previously disclosed, on June 22, 2021, 2,930 pre-stock split shares of the Issuer's Common Stock held by The Lori Lynn Huang 2016 Annuity Trust II Agreement, and 2,930 pre-stock split shares of the Issuer's Common Stock held by The Jen-Hsun Huang 2016 Annuity Trust II Agreement were transferred for no consideration to the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 to satisfy annuity payments (collectively, the "GRAT transfer shares"). Additional shares issued in connection with the stock split with respect to the GRAT transfer shares were delivered to The Lori Lynn Huang 2016 Annuity Trust II Agreement and The Jen-Hsun Huang 2016 Annuity Trust II Agreement. |
(10) | 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. |
(11) | The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner. |
(12) | The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee. |
(13) | The shares are held by The Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which the Reporting Person is a trustee. |
(14) | Fully vested. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
HUANG JEN HSUN C/O NVIDIA CORPORATION 2788 SAN TOMAS EXPRESSWAY SANTA CLARA, CA 95051 | X |
| President and CEO |
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Signatures
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/s/ Rebecca Peters, Attorney-in-Fact for Jen-Hsun Huang | | 8/4/2021 |
**Signature of Reporting Person | Date |
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