SEC Form 4 · accession 0001045810-15-000055
NVIDIA CORP · NVDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David M Shannon
Officer — EVP, CAO & Secretary
Period of report
Mar 18, 2015
Accepted (ET)
Mar 20, 2015 · 8:11 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 | 11,250 | $0.00 | A | 256,410 | D | |
| Common StockF3,F2 | Mar 18, 2015 | A | 100,000 | $0.00 | A | 356,410 | D | |
| Common StockF4,F2,F5 | Mar 18, 2015 | A | 8,000 | $0.00 | A | 366,376 | D | |
| Common StockF6 | Mar 18, 2015 | F | 22,700 | $22.87 | D | 343,676 | D | |
| Common Stock | Mar 18, 2015 | M | 5,000 | $15.94 | A | 348,676 | D | |
| Common StockF8 | Mar 18, 2015 | S | 5,000 | $23.063 | D | 343,676 | D | |
| Common StockF9 | holding | — | — | — | 110,800 | I | Shannon Revocable Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F10 | $15.94 | Mar 18, 2015 | M | 5,000 | D | — | Sep 15, 2015 | Common Stock | 5,000 | 37,500 | D |
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.
- F10Fully vested.
- 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 50,000 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 4,000 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.
- F5Includes 1,966 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 27, 2015 and 44,475 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 $22.70 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.
- F9The shares are held by the Shannon Revocable Trust, dated 9/24/1997, of which the Reporting Person is co-trustee.