SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HUANG JEN HSUN

(Last) (First) (Middle)
C/O NVIDIA CORPORATION
2701 SAN TOMAS EXPRESSWAY

(Street)
SANTA CLARA CA 95050

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NVIDIA CORP [ NVDA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/14/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/14/2011 M (1) 63,600 A $11.95 371,276 D
Comon Stock 02/14/2011 S (1) 49,600 D $23.51 (2) 321,676 D
Common Stock 02/14/2011 S (1) 14,000 D $24.24 (3) 307,676 D
Common Stock 02/15/2011 M (1) 63,600 A $11.95 371,276 D
Common Stock 02/15/2011 S (1) 63,600 D $22.67 (4) 307,676 D
Common Stock 02/16/2011 M (1) 63,709 A $11.95 371,385 D
Common Stock 02/16/2011 S (1) 63,709 D $23.32 (5) 307,676 D
Common Stock 19,466,775 I By Trust (6)
Common Stock 1,237,239 I By Partnership (7)
Common Stock 52,845 I By Jen-Hsun Huang 2009 Annuity Trust
Common Stock 52,845 I By Lori Lynn Huang 2009 Annuity Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $11.95 02/14/2011 M (1) 63,600 (8) 07/25/2011 Common Stock 63,600 $0.00 1,081,855 D
Employee Stock Option (Right to Buy) $11.95 02/15/2011 M (1) 63,600 (8) 07/25/2011 Common Stock 63,600 $0.00 1,018,255 D
Employee Stock Option (Right to Buy) $11.95 02/16/2011 M (1) 63,709 (8) 07/25/2011 Common Stock 63,709 $0.00 954,546 D
Explanation of Responses:
1. This transaction was pursuant to a 10b5-1 Plan.
2. Represents weighted average sales price. The shares were sold at prices ranging from $23.02 to $24.00. 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.
3. Represents weighted average sales price. The shares were sold at prices ranging from $24.03 to $24.49. 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.
4. Represents weighted average sales price. The shares were sold at prices ranging from $22.46 to $23.20. 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.
5. Represents weighted average sales price. The shares were sold at prices ranging from $22.81 to $23.69. 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.
6. 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.
7. The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.
8. Fully vested.
Remarks:
/s/ John T. McKenna, Attorney-in-Fact for Jen-Hsun Huang 02/16/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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