SEC Form 4 · accession 0001045810-15-000053
NVIDIA CORP · NVDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Colette Kress
Officer — EVP & Chief Financial Officer
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 |
|---|---|---|---|---|---|---|---|---|
| CommonF1,F2 | Mar 18, 2015 | A | 22,500 | $0.00 | A | 426,672 | D | |
| CommonF3,F2 | Mar 18, 2015 | A | 138,000 | $0.00 | A | 564,672 | D | |
| CommonF4,F2,F5 | Mar 18, 2015 | A | 15,000 | $0.00 | A | 579,672 | D | |
| CommonF6 | Mar 18, 2015 | F | 31,563 | $22.87 | D | 548,109 | D | |
| CommonF8 | Mar 18, 2015 | S | 7,500 | $23.2017 | D | 540,609 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The restricted stock unit shall vest as to 25% of the shares on March 16, 2016 and 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 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 200% of the target payout of 69,000 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.
- F4Represents 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 200% of the target payout of 7,500 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.
- F5Includes 72,750 shares issued upon the vesting of restricted stock units previously reported on a Form 4.
- F6Represents 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.
- F7This transaction was pursuant to a 10b5-1 Plan.
- F8Represents weighted average sales price. The shares were sold at prices ranging from $22.8359 to $23.36. 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.