NVIDIA : Statement of Changes in Beneficial Ownership

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

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 *	2. Issuer Name and Ticker or Trading Symbol	5. Relationship of Reporting Person(s) to Issuer
		(Check all applicable)

HUANG JEN HSUN

NVIDIA CORP [ NVDA ]

__ X __ Director

_____ 10% Owner

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)

__ X __ Officer (give title below)

_____ Other (specify below)

C/O NVIDIA CORPORATION, 2788

6/19/2019

President and CEO

SAN TOMAS EXPRESSWAY

(Street)

4. If Amendment, Date Original Filed (MM/DD/YYYY) 6. Individual or Joint/Group Filing (Check Applicable Line)

SANTA CLARA, CA 95051

_ X _ Form filed by One Reporting Person

(City)

(State)

(Zip)

___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Trans. Date

2A. Deemed

3. Trans. Code

4. Securities Acquired (A)

5. Amount of Securities Beneficially Owned

6.

7. Nature of

(Instr. 3)

Execution

(Instr. 8)

or Disposed of (D)

Following Reported Transaction(s)

Ownership

Indirect

Date, if any

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Form:

Beneficial

Direct (D)

Ownership

or Indirect

(Instr. 4)

(A) or

(I) (Instr.

Code

V

Amount

(D)

Price

4)

Common Stock

6/19/2019

F

4002

D

$153.12

1375886 (2)

D

(1)

The Jen-

Hsun

(3)

Huang 2016

Common Stock

4/4/2019

G

V

54675

D

$0

625975

I

Annuity

Trust I

Agreement

The Jen-

Hsun

(3)

Huang 2016

Common Stock

4/4/2019

G

V

8344

D

$0

748012

I

Annuity

Trust II

Agreement

The Lori

Lynn

(3)

Huang 2016

Common Stock

4/4/2019

G

V

54675

D

$0

625975

I

Annuity

Trust I

Agreement

The Lori

Lynn

(3)

Huang 2016

Common Stock

4/4/2019

G

V

8344

D

$0

748012

I

Annuity

Trust II

Agreement

Common Stock

4/4/2019

G

V

126038

A

$0

(3)

15910420

I

By Trust

(4)

The Jen-

Hsun

(3)

Huang 2016

Common Stock

5/24/2019

G

V

625975

D

$0

0

I

Annuity

Trust I

Agreement

The Lori

Lynn

(3)

Huang 2016

Common Stock

5/24/2019

G

V

625975

D

$0

0

I

Annuity

Trust I

Agreement

By

Common Stock

5/24/2019

G

V

1251950

A

$0

(3)

1251950

I

Irrevocable

Remainder

Trust (5)

By

Common Stock

1237239

I

Partnership

(6)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security	2. Trans. Date	2A. Deemed	3. Trans. Code	4. Securities Acquired (A)	5. Amount of Securities Beneficially Owned	6.	7. Nature of
(Instr. 3)		Execution	(Instr. 8)		or Disposed of (D)		Following Reported Transaction(s)	Ownership	Indirect
		Date, if any			(Instr. 3, 4 and 5)		(Instr. 3 and 4)	Form:	Beneficial
										Direct (D)	Ownership
										or Indirect	(Instr. 4)
						(A) or				(I) (Instr.
			Code	V	Amount	(D)		Price		4)
											By
Common Stock									557000	I	Irrevocable
											Trust (7)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate

2.

3. Trans.

3A. Deemed

4. Trans. Code

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Security

Conversion

Date

Execution

(Instr. 8)

Derivative Securities

Expiration Date

Securities Underlying

Derivative

derivative

Ownership

of Indirect

(Instr. 3)

or Exercise

Date, if any

Acquired (A) or

Derivative Security

Security

Securities

Form of

Beneficial

Price of

Disposed of (D)

(Instr. 3 and 4)

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

(Instr. 3, 4 and 5)

Owned

Security:

(Instr. 4)

Security

Following

Direct (D)

Date

Expiration

Title

Amount or Number of

Reported

or Indirect

Code

V

(A)

(D)

Exercisable

Date

Shares

Transaction(s)

(I) (Instr.

(Instr. 4)

4)

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 8,069 shares issued upon the vesting of restricted stock units previously reported on a Form 4.
3. Gift without consideration.
4. 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.
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 J. and L. Huang Investments, L.P., of which the Trust is the general partner.
7. The shares are held by The Huang 2012 Irrevocable Trust, 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	X		President and CEO
2788 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95051
Signatures
/s/ Rebecca Peters, Attorney-in-Fact for Jen-Hsun Huang	6/20/2019
**Signature of Reporting Person				Date

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• 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).
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