Statement of Changes in Beneficial Ownership (4)
13 December 2019 - 8:03AM
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)
12/11/2019 |
(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 | 12/11/2019 | | F | | 4002 (1) | D | $217.34 | 1350333 (2) | D | |
Common Stock | | | | | | | | 1237239 | I | By Partnership (3) |
Common Stock | | | | | | | | 557000 | I | By Irrevocable Trust (4) |
Common Stock | | | | | | | | 748012 | I | The Jen-Hsun Huang 2016 Annuity Trust II Agreement |
Common Stock | | | | | | | | 748012 | I | The Lori Lynn Huang 2016 Annuity Trust II Agreement |
Common Stock | | | | | | | | 1251950 | I | By Irrevocable Remainder Trust (5) |
Common Stock | | | | | | | | 15772615 | I | By Trust (6) |
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 |
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 8,070 shares issued upon the vesting of restricted stock units previously reported on a Form 4. |
(3) | The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner. |
(4) | The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee. |
(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 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. |
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 | | 12/12/2019 |
**Signature of Reporting Person | Date |
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