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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HUANG JEN HSUN C/O NVIDIA CORPORATION 2788 SAN TOMAS EXPRESSWAY SANTA CLARA, CA 95051 |
X | President and CEO |
/s/ Rebecca Peters, Attorney-in-Fact for Jen-Hsun Huang | 03/12/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents the number of shares that will be earned, if at all, based on the achievement of a pre-established stretch operating plan performance goal during the Issuer's fiscal year ending January 27, 2019. This number represents 150% of the target award opportunity of 31,000 shares. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. If a pre-established performance threshold is achieved, the shares earned will vest as to 25% on March 20, 2019 and as to 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 restricted stock units that were received as an award, for no consideration. |
(3) | Represents the number of shares that will be earned, if at all, based on the achievement of Issuer's relative shareholder return from January 29, 2018 through January 31, 2021 at the stretch operating plan performance goal. This number represents 150% of the target award opportunity of 15,400 shares. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. If a pre-established threshold is achieved, the shares earned will vest as to 100% on March 17, 2021, such that the shares are fully vested on approximately the three (3) year anniversary of the date of grant. |
(4) | Includes 57 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 28, 2018. |
(5) | Gift without consideration. |
(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) | The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee. |