SEC FORM 4

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^*

Puri Ajay K

(Last)

(First)

(Middle)

C/O NVIDIA CORPORATION

2788 SAN TOMAS EXPRESSWAY

(Street)

SANTA CLARA

95051

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Worldwide Field Ops

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/26/2020⁽¹⁾		S⁽²⁾		1,165	D	$347.5679⁽³⁾	93,705	I	By Children's Trust⁽⁴⁾
Common Stock	05/26/2020		S⁽²⁾		1,415	D	$348.618⁽⁵⁾	92,290	I	By Children's Trust⁽⁴⁾
Common Stock	05/26/2020		S⁽²⁾		837	D	$349.4798⁽⁶⁾	91,453	I	By Children's Trust⁽⁴⁾
Common Stock	05/26/2020		S⁽²⁾		2,450	D	$350.7588⁽⁷⁾	89,003	I	By Children's Trust⁽⁴⁾
Common Stock	05/26/2020		S⁽²⁾		3,728	D	$351.7912⁽⁸⁾	85,275	I	By Children's Trust⁽⁴⁾
Common Stock	05/26/2020		S⁽²⁾		2,565	D	$352.7199⁽⁹⁾	82,710	I	By Children's Trust⁽⁴⁾
Common Stock	05/26/2020		S⁽²⁾		1,472	D	$353.6709⁽¹⁰⁾	81,238	I	By Children's Trust⁽⁴⁾
Common Stock	05/26/2020		S⁽²⁾		1,750	D	$354.8383⁽¹¹⁾	79,488	I	By Children's Trust⁽⁴⁾
Common Stock	05/26/2020		S⁽²⁾		1,738	D	$356.132⁽¹²⁾	77,750	I	By Children's Trust⁽⁴⁾
Common Stock	05/26/2020		S⁽²⁾		2,141	D	$357.3087⁽¹³⁾	75,609	I	By Children's Trust⁽⁴⁾
Common Stock	05/26/2020		S⁽²⁾		359	D	$358.061⁽¹⁴⁾	75,250	I	By Children's Trust⁽⁴⁾
Common Stock	05/26/2020		S⁽²⁾		717	D	$359.1758⁽¹⁵⁾	74,533	I	By Children's Trust⁽⁴⁾
Common Stock	05/26/2020		S⁽²⁾		868	D	$361.7644⁽¹⁶⁾	73,665	I	By Children's Trust⁽⁴⁾
Common Stock	05/26/2020		S⁽²⁾		953	D	$362.6634⁽¹⁷⁾	72,712	I	By Children's Trust⁽⁴⁾
Common Stock	05/26/2020		S⁽²⁾		594	D	$364.2233⁽¹⁸⁾	72,118	I	By Children's Trust⁽⁴⁾
Common Stock	05/26/2020		S⁽²⁾		515	D	$365.0212⁽¹⁹⁾	71,603	I	By Children's Trust⁽⁴⁾
Common Stock	05/26/2020		S⁽²⁾		515	D	$366.7533⁽²⁰⁾	71,088	I	By Children's Trust⁽⁴⁾
Common Stock	05/26/2020		S⁽²⁾		1,231	D	$348.0952⁽²¹⁾	89,491	I	By Trust⁽²²⁾
Common Stock	05/26/2020		S⁽²⁾		906	D	$349.1765⁽²³⁾	88,585	I	By Trust⁽²²⁾
Common Stock	05/26/2020		S⁽²⁾		698	D	$350.2326⁽²⁴⁾	87,887	I	By Trust⁽²²⁾
Common Stock	05/26/2020		S⁽²⁾		3,123	D	$351.4265⁽²⁵⁾	84,764	I	By Trust⁽²²⁾
Common Stock	05/26/2020		S⁽²⁾		1,436	D	$352.7907⁽²⁶⁾	83,328	I	By Trust⁽²²⁾
Common Stock	05/26/2020		S⁽²⁾		1,243	D	$353.3923⁽²⁷⁾	82,085	I	By Trust⁽²²⁾
Common Stock	05/26/2020		S⁽²⁾		944.1943	D	$354.7805⁽²⁸⁾	81,140⁽²⁹⁾	I	By Trust⁽²²⁾
Common Stock	05/26/2020		S⁽²⁾		822	D	$356.0015⁽³⁰⁾	80,318	I	By Trust⁽²²⁾
Common Stock	05/26/2020		S⁽²⁾		2,037	D	$357.039⁽³¹⁾	78,281	I	By Trust⁽²²⁾
Common Stock	05/26/2020		S⁽²⁾		623	D	$358.6525⁽³²⁾	77,658	I	By Trust⁽²²⁾
Common Stock	05/26/2020		S⁽²⁾		257	D	$361.32	77,401	I	By Trust⁽²²⁾
Common Stock	05/26/2020		S⁽²⁾		938	D	$362.5688⁽³³⁾	76,463	I	By Trust⁽²²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This is 1 of 2 Form 4s being filed for the same Reporting Person for transactions made on May 26, 2020.

2. This transaction was pursuant to a 10b5-1 Plan.

3. Represents weighted average sales price. The shares were sold at prices ranging from $347.1900 to $347.8650. 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. The shares are held by The Puri 2019 Irrevocable Children's Trust dtd 12/06/2019, of which the Reporting Person is trustee. Mr. Puri disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein, if any.

5. Represents weighted average sales price. The shares were sold at prices ranging from $348.2300 to $349.1900. 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. Represents weighted average sales price. The shares were sold at prices ranging from $349.2300 to $349.9000. 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.

7. Represents weighted average sales price. The shares were sold at prices ranging from $350.3350 to $351.2900. 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.

8. Represents weighted average sales price. The shares were sold at prices ranging from $351.3350 to $352.2700. 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.

9. Represents weighted average sales price. The shares were sold at prices ranging from $352.3600 to $353.2000. 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.

10. Represents weighted average sales price. The shares were sold at prices ranging from $353.3700 to $354.3600. 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.

11. Represents weighted average sales price. The shares were sold at prices ranging from $354.4300 to $355.3000. 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.

12. Represents weighted average sales price. The shares were sold at prices ranging from $355.6700 to $356.4950. 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.

13. Represents weighted average sales price. The shares were sold at prices ranging from $356.6900 to $357.6750. 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.

14. Represents weighted average sales price. The shares were sold at prices ranging from $357.7250 to $358.6300. 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.

15. Represents weighted average sales price. The shares were sold at prices ranging from $358.8650 to $359.4200. 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.

16. Represents weighted average sales price. The shares were sold at prices ranging from $361.2600 to $362.1800. 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.

17. Represents weighted average sales price. The shares were sold at prices ranging from $362.2900 to $363.1100. 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.

18. Represents weighted average sales price. The shares were sold at prices ranging from $363.7700 to $364.5950. 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.

19. Represents weighted average sales price. The shares were sold at prices ranging from $364.8900 to $365.1800. 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.

20. Represents weighted average sales price. The shares were sold at prices ranging from $366.2700 to $367.2500. 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.

21. Represents weighted average sales price. The shares were sold at prices ranging from $347.5250 to $348.5000. 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.

22. The shares are held by the Ajay K. Puri Revocable Trust dtd 12/10/2015, of which the Reporting Person is trustee.

23. Represents weighted average sales price. The shares were sold at prices ranging from $348.5200 to $349.5500. 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.

24. Represents weighted average sales price. The shares were sold at prices ranging from $349.7800 to $350.5800. 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.

25. Represents weighted average sales price. The shares were sold at prices ranging from $351.0900 to $352.0000. 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.

26. Represents weighted average sales price. The shares were sold at prices ranging from $352.2800 to $353.2650. 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.

27. Represents weighted average sales price. The shares were sold at prices ranging from $353.2850 to $353.5500. 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.

28. Represents weighted average sales price. The shares were sold at prices ranging from $354.4300 to $355.1650. 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.

29. Fractional amounts have been rounded down to the nearest whole number.

30. Represents weighted average sales price. The shares were sold at prices ranging from $355.5400 to $356.4850. 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.

31. Represents weighted average sales price. The shares were sold at prices ranging from $356.5550 to $357.5450. 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.

32. Represents weighted average sales price. The shares were sold at prices ranging from $358.4050 to $358.9750. 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.

33. Represents weighted average sales price. The shares were sold at prices ranging from $362.3300 to $362.8200. 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.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for Ajay K. Puri	05/28/2020
	** 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.
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