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Filing Details

Accession Number:: 0001045810-17-000036
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-03-10 19:43:01
Reporting Period:: 2017-03-08

Filing Date:: 2017-03-10
Accepted Time:: 2017-03-10 19:43:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1045810	Nvidia Corp	NVDA	Semiconductors & Related Devices (3674)	943177549

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1197649	Hsun Jen Huang	C/O Nvidia Corporation 2701 San Tomas Expressway Santa Clara CA 95050	President And Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2017-03-08	101,250	$0.00	1,811,456	No	4	A	Direct
Common Stock	Acquisiton	2017-03-08	50,250	$0.00	1,861,706	No	4	A	Direct
Common Stock	Acquisiton	2017-03-09	41,670	$18.10	1,903,376	No	4	M	Direct
Common Stock	Disposition	2017-03-09	26,599	$98.01	1,876,777	No	4	S	Direct
Common Stock	Disposition	2017-03-09	15,071	$98.82	1,861,706	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	A	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common	Employee Stock Option (Right to Buy)	Disposition	2017-03-09	41,670	$0.00	41,670	$18.10

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2017-03-16	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	15,945,917	Indirect	By Trust
Common Stock	1,237,239	Indirect	By Partnership
Common Stock	557,000	Indirect	By Irrevocable Trust
Common Stock	769,705	Indirect	The Jen-Hsun Huang 2016 Annuity Trust I Agreement
Common Stock	769,705	Indirect	The Lori Lynn Huang 2016 Annuity Trust II Agreement
Common Stock	769,705	Indirect	The Lori Lynn Huang 2016 Annuity Trust I Agreement
Common Stock	769,705	Indirect	The Jen-Hsun Huang 2016 Annuity Trust II Agreement

Footnotes

Represents 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.
The shares represent restricted stock units that were received as an award, for no consideration.
Represents 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.
This transaction was pursuant to a 10b5-1 Plan.
Represents 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.
Represents 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.
The 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.
The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.
The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.
Fully vested.