SEC Form 4 · accession 0001045810-15-000052
NVIDIA CORP · NVDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jen Hsun Huang
Officer — President and CEO · Director
Period of report
Mar 18, 2015
Accepted (ET)
Mar 20, 2015 · 8:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001045810
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 18, 2015 | A | 330,000 | $0.00 | A | 1,405,118 | D | |
| Common StockF3,F2,F4 | Mar 18, 2015 | A | 165,000 | $0.00 | A | 1,571,044 | D | |
| Common StockF5 | Mar 18, 2015 | F | 84,573 | $22.87 | D | 1,486,471 | D | |
| Common StockF6 | holding | — | — | — | 19,512,685 | I | By Trust | |
| Common StockF7 | holding | — | — | — | 1,237,239 | I | By Partnership | |
| Common StockF8 | holding | — | — | — | 557,000 | I | By Irrevocable Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the maximum number of shares that will be earned, if at all, based on the achievement of a pre-established performance goal during the Issuer's fiscal year ending January 31, 2016. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The maximum number represents 150% of the target payout of 220,000 shares. If the pre-established performance goal is achieved, the shares earned will vest as to 25% on March 16, 2016 and as to 12.5% of the shares every six months thereafter, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant.
- F2The shares represent restricted stock units that were received as an award, for no consideration.
- F3Represents the maximum number of shares that will be earned, if at all, based on the Issuer's relative shareholder return from January 26, 2015 through January 28, 2018. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The maximum number represents 150% of the target payout of 110,000 shares. If a pre-established threshold is achieved, the shares earned will vest as to 100% on March 21, 2018, such that the shares are fully vested on approximately the three (3) year anniversary of the date of grant.
- F4Includes 926 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 27, 2015 and 174,312 shares issued upon the vesting of restricted stock units previously reported on a Form 4.
- F5Represents 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.
- F6The 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.
- F7The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.
- F8The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.