SEC Form 4 · accession 0001045810-19-000039
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 8, 2019
Accepted (ET)
Mar 12, 2019 · 6:40 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 8, 2019 | A | 7,900 | $0.00 | A | 257,901 | D | |
| CommonF3,F2 | Mar 8, 2019 | A | 25,600 | $0.00 | A | 283,501 | D | |
| CommonF4,F2,F5 | Mar 8, 2019 | A | 2,600 | $0.00 | A | 286,203 | 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 18, 2020 and 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 a pre-established stretch operating plan performance goal during the Issuer's fiscal year ending January 26, 2020. This number represents 200% of the target compensation plan payout of 12,800 shares. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. If the pre-established performance threshold is achieved, the shares earned will vest as to 25% on March 18, 2020 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.
- F4Represents the number of shares that will be earned, if at all, based on the Issuer's relative shareholder return from January 28, 2019 through January 30, 2022 at the stretch operating plan performance goal. This number represents 200% of the target award opportunity of 1,300 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 16, 2022, such that the shares are fully vested on approximately the three (3) year anniversary of the date of grant.
- F5Includes 102 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 28, 2019.