0001045810-15-000055.txt : 20150320 0001045810-15-000055.hdr.sgml : 20150320 20150320201105 ACCESSION NUMBER: 0001045810-15-000055 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150318 FILED AS OF DATE: 20150320 DATE AS OF CHANGE: 20150320 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NVIDIA CORP CENTRAL INDEX KEY: 0001045810 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943177549 STATE OF INCORPORATION: DE FISCAL YEAR END: 0126 BUSINESS ADDRESS: STREET 1: 2701 SAN TOMAS EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95050 BUSINESS PHONE: 408-486-2000 MAIL ADDRESS: STREET 1: 2701 SAN TOMAS EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95050 FORMER COMPANY: FORMER CONFORMED NAME: NVIDIA CORP/DE DATE OF NAME CHANGE: 20020612 FORMER COMPANY: FORMER CONFORMED NAME: NVIDIA CORP/CA DATE OF NAME CHANGE: 19980303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHANNON DAVID M CENTRAL INDEX KEY: 0001197653 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23985 FILM NUMBER: 15717500 4 1 wf-form4_142689665577850.xml FORM 4 X0306 4 2015-03-18 0 0001045810 NVIDIA CORP NVDA 0001197653 SHANNON DAVID M C/O NVIDIA CORPORATION 2701 SAN TOMAS EXPRESSWAY SANTA CLARA CA 95050 0 1 0 0 EVP, CAO & Secretary Common Stock 2015-03-18 4 A 0 11250 0 A 256410 D Common Stock 2015-03-18 4 A 0 100000 0 A 356410 D Common Stock 2015-03-18 4 A 0 8000 0 A 366376 D Common Stock 2015-03-18 4 F 0 22700 22.87 D 343676 D Common Stock 2015-03-18 4 M 0 5000 15.94 A 348676 D Common Stock 2015-03-18 4 S 0 5000 23.063 D 343676 D Common Stock 110800 I Shannon Revocable Trust Stock Option (Right to Buy) 15.94 2015-03-18 4 M 0 5000 0 D 2015-09-15 Common Stock 5000.0 37500 D The restricted stock unit shall vest as to 25% of the shares on March 16, 2016 and 12.5% of the shares every six 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 maximum 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 31, 2016. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The maximum number represents 200% of the target payout of 50,000 shares. If the pre-established performance goal is achieved, the shares earned will vest as to 25% on March 16, 2016 and as to 12.5% of the shares every six months thereafter, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant. Represents the maximum number of shares that will be earned, if at all, based on the Issuer's relative shareholder return from January 26, 2015 through January 28, 2018. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The maximum number represents 200% of the target payout of 4,000 shares. If a pre-established threshold is achieved, the shares earned will vest as to 100% on March 21, 2018, such that the shares are fully vested on approximately the three (3) year anniversary of the date of grant. Includes 1,966 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 27, 2015 and 44,475 shares issued upon the vesting of restricted stock units previously reported on a Form 4. Represents shares of the Issuer's common stock withheld by the Issuer to satisfy taxes due by the Reporting Person in connection with the vesting of restricted stock units previously reported on a Form 4. This transaction was pursuant to a 10b5-1 Plan. Represents weighted average sales price. The shares were sold at prices ranging from $22.70 to $23.36. 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 the Shannon Revocable Trust, dated 9/24/1997, of which the Reporting Person is co-trustee. Fully vested. /s/ Rebecca Peters, Attorney-in-Fact for David M. Shannon 2015-03-20