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 * Puri Ajay K 2. Issuer Name and Ticker or Trading Symbol NVIDIA CORP [ NVDA ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
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(Last)         (First)         (Middle)
C/O NVIDIA CORPORATION, 2788 SAN TOMAS EXPRESSWAY
3. Date of Earliest Transaction (MM/DD/YYYY)
6/24/2020
(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  6/24/2020    S(1)    805  D $367.80 (2) 60684  I  By Children's Trust (3)
Common Stock  6/24/2020    S(1)    1651  D $369.39 (4) 59033  I  By Children's Trust (3)
Common Stock  6/24/2020    S(1)    1305  D $370.23 (5) 57728  I  By Children's Trust (3)
Common Stock  6/24/2020    S(1)    1682  D $371.33 (6) 56046  I  By Children's Trust (3)
Common Stock  6/24/2020    S(1)    380  D $372.28 (7) 55666  I  By Children's Trust (3)
Common Stock  6/24/2020    S(1)    795  D $373.92 (8) 54871  I  By Children's Trust (3)
Common Stock  6/24/2020    S(1)    724  D $375.07 (9) 54147  I  By Children's Trust (3)
Common Stock  6/24/2020    S(1)    1036  D $375.92 (10) 53111  I  By Children's Trust (3)
Common Stock  6/24/2020    S(1)    34  D $377.03 (11) 53077  I  By Children's Trust (3)
Common Stock  6/24/2020    S(1)    39  D $378.16  53038  I  By Children's Trust (3)
Common Stock  6/24/2020    S(1)    472  D $379.66 (12) 52566  I  By Children's Trust (3)
Common Stock  6/24/2020    S(1)    460  D $380.86 (13) 52106  I  By Children's Trust (3)
Common Stock  6/24/2020    S(1)    412  D $381.68 (14) 51694  I  By Children's Trust (3)
Common Stock  6/24/2020    S(1)    76  D $366.79  71559  I  By Trust (15)
Common Stock  6/24/2020    S(1)    309  D $368.53 (16) 71250  I  By Trust (15)
Common Stock  6/24/2020    S(1)    774  D $369.59 (17) 70476  I  By Trust (15)
Common Stock  6/24/2020    S(1)    504  D $370.97 (18) 69972  I  By Trust (15)
Common Stock  6/24/2020    S(1)    166  D $372.05 (19) 69806  I  By Trust (15)
Common Stock  6/24/2020    S(1)    338  D $373.68 (20) 69468  I  By Trust (15)
Common Stock  6/24/2020    S(1)    320  D $375.35 (21) 69148  I  By Trust (15)
Common Stock  6/24/2020    S(1)    154  D $376.24 (22) 68994  I  By Trust (15)
Common Stock  6/24/2020    S(1)    36  D $379.20  68958  I  By Trust (15)
Common Stock  6/24/2020    S(1)    377  D $381.07 (23) 68581  I  By Trust (15)
Common Stock                 65037  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)  This transaction was pursuant to a 10b5-1 Plan.
(2)  Represents weighted average sales price. The shares were sold at prices ranging from $367.53 to $368.34. 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.
(3)  The shares are held by The Puri 2019 Irrevocable Children's Trust dtd 12/06/2019, of which the Reporting Person is trustee. Mr. Puri disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein, if any.
(4)  Represents weighted average sales price. The shares were sold at prices ranging from $368.84 to $369.79. 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 $369.87 to $370.82. 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 $370.90 to $371.87. 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 $371.90 to $372.47. 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 $373.37 to $374.16. 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)  Represents weighted average sales price. The shares were sold at prices ranging from $374.41 to $375.39. 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.
(10)  Represents weighted average sales price. The shares were sold at prices ranging from $375.53 to $376.35. 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.
(11)  Represents weighted average sales price. The shares were sold at prices ranging from $376.96 to $377.11. 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.
(12)  Represents weighted average sales price. The shares were sold at prices ranging from $379.20 to $379.94. 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.
(13)  Represents weighted average sales price. The shares were sold at prices ranging from $380.59 to $381.33. 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.
(14)  Represents weighted average sales price. The shares were sold at prices ranging from $381.63 to $381.78. 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.
(15)  The shares are held by the Ajay K. Puri Revocable Trust dtd 12/10/2015, of which the Reporting Person is trustee.
(16)  Represents weighted average sales price. The shares were sold at prices ranging from $367.80 to $368.71. 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.
(17)  Represents weighted average sales price. The shares were sold at prices ranging from $369.00 to $369.94. 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.
(18)  Represents weighted average sales price. The shares were sold at prices ranging from $370.51 to $371.38. 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.
(19)  Represents weighted average sales price. The shares were sold at prices ranging from $371.86 to $372.15. 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.
(20)  Represents weighted average sales price. The shares were sold at prices ranging from $373.36 to $374.35. 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.
(21)  Represents weighted average sales price. The shares were sold at prices ranging from $374.97 to $375.76. 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.
(22)  Represents weighted average sales price. The shares were sold at prices ranging from $376.01 to $376.24. 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.
(23)  Represents weighted average sales price. The shares were sold at prices ranging from $380.64 to $381.61. 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Puri Ajay K
C/O NVIDIA CORPORATION
2788 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95051


EVP, Worldwide Field Ops

Signatures
/s/ Rebecca Peters, Attorney-in-Fact for Ajay K. Puri 6/26/2020
**Signature of Reporting Person Date
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