SEC Form 4 · accession 0001045810-16-000215
NVIDIA CORP · NVDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ajay K Puri
Officer — EVP, Worldwide Field Ops
Period of report
Mar 16, 2016
Accepted (ET)
Mar 18, 2016 · 8:01 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 16, 2016 | A | 20,000 | $0.00 | A | 498,566 | D | |
| Common StockF3,F2 | Mar 16, 2016 | A | 115,000 | $0.00 | A | 613,566 | D | |
| Common StockF4,F2,F5 | Mar 16, 2016 | A | 12,000 | $0.00 | A | 626,725 | D | |
| Common StockF6 | Mar 16, 2016 | F | 32,974 | $33.10 | D | 593,751 | D | |
| Common Stock | Mar 17, 2016 | M | 38,592 | $10.56 | A | 632,343 | D | |
| Common Stock | Mar 17, 2016 | M | 56,250 | $14.46 | A | 688,593 | D | |
| Common StockF7 | Mar 17, 2016 | S | 94,842 | $32.9014 | D | 593,751 | D |
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)F8 | $10.56 | Mar 17, 2016 | M | 38,592 | D | — | Sep 14, 2020 | Common Stock | 38,592 | 0 | D |
| Stock Option (Right to Buy)F8 | $14.46 | Mar 17, 2016 | M | 56,250 | D | — | Mar 20, 2022 | Common Stock | 56,250 | 0 | D |
Explanation of responses
- F1The restricted stock unit shall vest as to 25% of the shares on March 15, 2017 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 stretch operating plan 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 29, 2017. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The stretch operating plan number represents 200% of the target compensation plan payout of 57,500 shares. If the pre-established performance goal is achieved, the shares earned will vest as to 25% on March 15, 2017 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 stretch operating plan number of shares that will be earned, if at all, based on the Issuer's relative shareholder return from February 1, 2016 through January 27, 2019. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The stretch operating plan number represents 200% of the target compensation plan payout of 6,000 shares. If a pre-established threshold is achieved, the shares earned will vest as to 100% on March 20, 2019, such that the shares are fully vested on approximately the three (3) year anniversary of the date of grant.
- F5Includes 1,159 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 29, 2016 and 71,650 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.
- F7Represents weighted average sales price. The shares were sold at prices ranging from $32.80 to $32.995. 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.
- F8Fully vested.