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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
JONES HARVEY C
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/21/2017
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 03/28/2017 G V 65,520 D $0 0 I By Childrens' Trusts(1)
Common Stock 03/28/2017 G V 65,520 A $0 65,520 I By Childrens' Trusts(2)
Common Stock 06/21/2017 S 36,500 D $159.47(3) 720,470 I H.C. Jones Living Trust(4)
Common Stock 06/22/2017 S 43,500 D $159.2627(5) 676,970 I H.C. Jones Living Trust(4)
Common Stock 06/22/2017 S 65,520 D $159.2627(5) 0 I By Childrens' Trusts(6)
Common Stock 30,762 D
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
Explanation of Responses:
1. Prior to the transfer on March 28, 2017, the shares were held in trust as follows: 21,840 by the Trust FBO Gregory Charles Jones U/A 12/20/1991, 21,840 by the Trust FBO Carolyn Ellis Jones U/A 06/15/1990 and 21,840 by the Trust FBO Harvey Cooper Jones U/A 06/15/1990. The Reporting Person is co-trustee of each of the trusts. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
2. After the transfer on March 28, 2017, the shares were held in trust as follows: 21,840 by the Gregory Charles Jones Legacy Trust U/A Dtd 09/15/2016, 21,840 by the Carolyn Ellis Jones Legacy Trust U/A Dtd 07/22/2016 and 21,840 by the Harvey Cooper Jones III Legacy Trust U/A Dtd 09/15/2016. The Reporting Person is co-trustee of each of the trusts. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
3. The Reporting Person contributed shares of the common stock of NVIDIA Corporation (the "Common Stock") to an exchange fund in exchange for shares of the exchange fund. The Common Stock was valued at $159.47 per share for the purpose of determining the number of shares of the exchange fund issuable to the Reporting Person.
4. Shares are held by H.C. Jones Living Trust, of which the Reporting Person is the trustee.
5. The Reporting Person contributed shares of Common Stock to an exchange fund in exchange for shares of the exchange fund. The Common Stock was valued at $159.262689 per share for the purpose of determining the number of shares of the exchange fund issuable to the Reporting Person.
6. Prior to the exchange on June 22, 2017, the shares were held in trust as follows: 21,840 by the Gregory Charles Jones Legacy Trust U/A Dtd 09/15/2016, 21,840 by the Carolyn Ellis Jones Legacy Trust U/A Dtd 07/22/2016 and 21,840 by the Harvey Cooper Jones III Legacy Trust U/A Dtd 09/15/2016. The Reporting Person is co-trustee of each of the trusts. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
Remarks:
/s/ Rebecca Peters, Attorney-in-Fact for Harvey C. Jones 06/23/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.