Statement of Changes in Beneficial Ownership (4)
September 03 2021 - 4:08PM
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
[
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)
9/1/2021 |
(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 | 9/1/2021 | | M(1) | | 200000 | A | $3.6163 | 5383192 | D | |
Common Stock | 9/1/2021 | | S(1) | | 66897 | D | $224.47 (2) | 5316295 | D | |
Common Stock | 9/1/2021 | | S(1) | | 86606 | D | $225.21 (3) | 5229689 | D | |
Common Stock | 9/1/2021 | | S(1) | | 45097 | D | $226.12 (4) | 5184592 | D | |
Common Stock | 9/1/2021 | | S(1) | | 1400 | D | $226.78 (5) | 5183192 | D | |
Common Stock | | | | | | | | 62565496 | I | By Trust (6) |
Common Stock | | | | | | | | 4948956 | I | By Partnership (7) |
Common Stock | | | | | | | | 2986630 | I | The Lori Lynn Huang 2016 Annuity Trust II Agreement |
Common Stock | | | | | | | | 2986630 | I | The Jen-Hsun Huang 2016 Annuity Trust II Agreement |
Common Stock | | | | | | | | 2228000 | I | By Irrevocable Trust (8) |
Common Stock | | | | | | | | 5007800 | I | By Irrevocable Remainder Trust (9) |
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 | 9/1/2021 | | M (1) | | | 200000 | (10) | 9/20/2021 | Common Stock | 200000.0 | $0 | 0 | D | |
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 $223.75 to $224.74. 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) | Represents weighted average sales price. The shares were sold at prices ranging from $224.75 to $225.74. 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 $225.75 to $226.74. 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 $226.75 to $226.87. 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. |
(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. |
(7) | The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner. |
(8) | The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee. |
(9) | The shares are held by The Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which the Reporting Person is a trustee. |
(10) | 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 | | 9/3/2021 |
**Signature of Reporting Person | Date |
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