SEC Form 4 · accession 0001045810-18-000020
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, 2018
Accepted (ET)
Mar 12, 2018 · 6:07 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 8, 2018 | A | 46,500 | $0.00 | A | 1,608,672 | D | |
| Common StockF3,F2,F4 | Mar 8, 2018 | A | 23,100 | $0.00 | A | 1,631,829 | D | |
| Common StockF5,F6 | Dec 20, 2017 | G | 26,730 | $0.00 | D | 15,928,594 | I | By Trust |
| Common StockF7 | holding | — | — | — | 1,237,239 | I | By Partnership | |
| Common StockF8 | holding | — | — | — | 557,000 | I | By Irrevocable Trust | |
| Common Stock | holding | — | — | — | 714,855 | I | The Jen-Hsun Huang 2016 Annuity Trust I Agreement | |
| Common Stock | holding | — | — | — | 761,405 | I | The Lori Lynn Huang 2016 Annuity Trust II Agreement | |
| Common Stock | holding | — | — | — | 714,855 | I | The Lori Lynn Huang 2016 Annuity Trust I Agreement | |
| Common Stock | holding | — | — | — | 761,405 | I | The Jen-Hsun Huang 2016 Annuity Trust II Agreement |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the number of shares that will be earned, if at all, based on the achievement of a pre-established stretch operating plan performance goal during the Issuer's fiscal year ending January 27, 2019. This number represents 150% of the target award opportunity of 31,000 shares. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. If a pre-established performance threshold is achieved, the shares earned will vest as to 25% on March 20, 2019 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.
- F2The shares represent restricted stock units that were received as an award, for no consideration.
- F3Represents the number of shares that will be earned, if at all, based on the achievement of Issuer's relative shareholder return from January 29, 2018 through January 31, 2021 at the stretch operating plan performance goal. This number represents 150% of the target award opportunity of 15,400 shares. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. If a pre-established threshold is achieved, the shares earned will vest as to 100% on March 17, 2021, such that the shares are fully vested on approximately the three (3) year anniversary of the date of grant.
- F4Includes 57 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 28, 2018.
- F5Gift without consideration.
- 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.