SEC Form 4 · accession 0001045810-17-000036

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 8, 2017

Accepted (ET)

Mar 10, 2017 · 7:43 pm EST

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 Stock^F1,F2	Mar 8, 2017	A	101,250	$0.00	A	1,811,456	D
Common Stock^F3,F2	Mar 8, 2017	A	50,250	$0.00	A	1,861,706	D
Common Stock	Mar 9, 2017	M	41,670	$18.10	A	1,903,376	D
Common Stock^F5	Mar 9, 2017	S	26,599	$98.01	D	1,876,777	D
Common Stock^F6	Mar 9, 2017	S	15,071	$98.82	D	1,861,706	D
Common Stock^F7	holding	—	—		—	15,945,917	I	By Trust
Common Stock^F8	holding	—	—		—	1,237,239	I	By Partnership
Common Stock^F9	holding	—	—		—	557,000	I	By Irrevocable Trust
Common Stock	holding	—	—		—	769,705	I	The Jen-Hsun Huang 2016 Annuity Trust I Agreement
Common Stock	holding	—	—		—	769,705	I	The Lori Lynn Huang 2016 Annuity Trust II Agreement
Common Stock	holding	—	—		—	769,705	I	The Lori Lynn Huang 2016 Annuity Trust I Agreement
Common Stock	holding	—	—		—	769,705	I	The Jen-Hsun Huang 2016 Annuity Trust II Agreement

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F10	$18.10	Mar 9, 2017	M	41,670	D	—	Mar 16, 2017	Common	41,670	0	D

Explanation of responses

F1Represents 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 28, 2018. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The stretch operating plan number represents 150% of the target compensation plan payout of 67,500 shares. If the pre-established performance goal is achieved, the shares earned will vest as to 25% on March 21, 2018 and as to 6.25% of the shares every three 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 stretch operating plan number of shares that will be earned, if at all, based on the Issuer's relative shareholder return from January 30, 2017 through January 26, 2020. 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 33,500 shares. If a pre-established threshold is achieved, the shares earned will vest as to 100% on March 18, 2020, such that the shares are fully vested on approximately the three (3) year anniversary of the date of grant.
F4This transaction was pursuant to a 10b5-1 Plan.
F5Represents weighted average sales price. The shares were sold at prices ranging from $97.50 to $98.49. 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.
F6Represents weighted average sales price. The shares were sold at prices ranging from $98.50 to $99.36. 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.
F7The 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.
F8The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.
F9The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.