Statement of Changes in Beneficial Ownership (4)
December 16 2022 - 04:26PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 ] |
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)
12/14/2022
|
(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 |
12/14/2022 |
|
F |
|
15835 (1) |
D |
$176.74 |
7767156 (2) |
D |
|
Common Stock |
|
|
|
|
|
|
|
60580404 |
I |
By Trust (3) |
Common Stock |
|
|
|
|
|
|
|
4948956 |
I |
By Partnership (4) |
Common Stock |
|
|
|
|
|
|
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2228000 |
I |
By Irrevocable Trust (5) |
Common Stock |
|
|
|
|
|
|
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5007800 |
I |
By Irrevocable Remainder Trust (6) |
Common Stock |
|
|
|
|
|
|
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2977840 |
I |
The Lori Lynn Huang 2016 Annuity Trust II
Agreement |
Common Stock |
|
|
|
|
|
|
|
2977840 |
I |
The Jen-Hsun Huang 2016 Annuity Trust II
Agreement |
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) |
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 16,101 shares
issued upon the vesting of restricted stock units previously
reported 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 2012 Irrevocable Trust, of which the Reporting Person is a
trustee. |
(6) |
The shares are held by The
Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which
the Reporting Person is a trustee. |
Reporting
Owners
|
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 |
|
Signatures
|
/s/ Rebecca Peters, Attorney-in-Fact for Jen-Hsun
Huang |
|
12/16/2022 |
**Signature of
Reporting Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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