Statement of Changes in Beneficial Ownership (4)
14 Marzo 2023 - 09:18PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
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Kress Colette |
2. Issuer Name and Ticker or Trading Symbol
NVIDIA CORP
[
NVDA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & Chief Financial Officer |
(Last)
(First)
(Middle)
C/O NVIDIA CORPORATION, 2788 SAN TOMAS EXPRESSWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/10/2023 |
(Street)
SANTA CLARA, CA 95051
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common | 3/10/2023 | | A | | 19829 (1) | A | $0 (2) | 567401 | D | |
Common | 3/13/2023 | | S(3) | | 300 | D | $223.71 (4) | 567101 | D | |
Common | 3/13/2023 | | S(3) | | 900 | D | $227.12 (5) | 566201 | D | |
Common | 3/13/2023 | | S(3) | | 700 | D | $227.99 (6) | 565501 | D | |
Common | 3/13/2023 | | S(3) | | 1300 | D | $229.16 (7) | 564201 | D | |
Common | 3/13/2023 | | S(3) | | 1537 | D | $230.45 (8) | 562664 | D | |
Common | 3/13/2023 | | S(3) | | 1263 | D | $231.61 (9) | 561401 | D | |
Common | | | | | | | | 76768 | I | By Limited Liability Company (10) |
Common | | | | | | | | 400 | I | By immediate family member 1 |
Common | | | | | | | | 400 | I | By immediate family member 2 |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | The restricted stock units ("RSUs") shall vest as to 6.25% of the shares on June 21, 2023 and 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. |
(2) | The shares represent RSUs that were received as an award, for no consideration. |
(3) | This transaction was pursuant to a 10b5-1 Plan. |
(4) | Represents weighted average sales price. The shares were sold at prices ranging from $223.45 to $223.96. 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 $226.46 to $227.44. 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 $227.53 to $228.47. 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 $228.78 to $229.67. 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 $229.78 to $230.76. 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 $231.18 to $232.15. 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) | Shares held by a limited liability company, the sole member of which is an irrevocable trust and of which the trustee is an independent institution. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kress Colette C/O NVIDIA CORPORATION 2788 SAN TOMAS EXPRESSWAY SANTA CLARA, CA 95051 |
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| EVP & Chief Financial Officer |
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Signatures
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/s/ Rebecca Peters, Attorney-in-Fact for Colette Kress | | 3/14/2023 |
**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 control number. |
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