Sec Form 4 Filing - HUANG JEN HSUN @ NVIDIA CORP - 2025-03-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
HUANG JEN HSUN
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
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O NVIDIA CORPORATION, 2788 SAN TOMAS EXPRESSWAY
3. Date of Earliest Transaction (MM/DD/YY)
03/19/2025
(Street)
SANTA CLARA, CA95051
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/19/2025 F 431,611 ( 1 ) D $ 115.43 75,813,388 ( 2 ) D
Common Stock 583,098,600 ( 3 ) ( 4 ) I By Trust ( 5 )
Common Stock 49,489,560 I By Partnership ( 6 )
Common Stock 22,280,000 I By Irrevocable Trust ( 7 )
Common Stock 50,078,000 I By Irrevocable Remainder Trust ( 8 )
Common Stock 29,544,620 I By Grantor Retained Annuity Trust 1 ( 9 )
Common Stock 29,544,620 I By Grantor Retained Annuity Trust 2 ( 10 )
Common Stock 10,000,000 I By Limited Liability Company 1 ( 11 )
Common Stock 10,000,000 I By Limited Liability Company 2 ( 12 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HUANG JEN HSUN
C/O NVIDIA CORPORATION
2788 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA95051
X President and CEO
Signatures
/s/ Rebecca Peters, Attorney-in-Fact for Jen-Hsun Huang 03/21/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares 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.
( 2 )Includes 438,919 shares issued upon the vesting of restricted stock units previously reported on a Form 4.
( 3 )Reflects the transfers of 98,660 shares on March 24, 2022 and 41,000 shares on March 21, 2025 to satisfy annuity payments from each of The Lori Lynn Huang 2016 Annuity Trust II Agreement and The Jen-Hsun Huang 2016 Annuity Trust II Agreement to the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust"), of which the Reporting Person is a trustee.
( 4 )Reflects 10,000,000 shares contributed by the Trust to each of TARG S and TARG M on March 20, 2025.
( 5 )The shares are held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Trust.
( 6 )The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.
( 7 )The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.
( 8 )The shares are held by The Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which the Reporting Person is a trustee.
( 9 )The shares are held by The Lori Lynn Huang 2016 Annuity Trust II Agreement.
( 10 )The shares are held by The Jen-Hsun Huang 2016 Annuity Trust II Agreement.
( 11 )The shares are held by TARG S LLC ("TARG S"), of which the Trust is the sole member.
( 12 )The shares are held by TARG M LLC ("TARG M"), of which the Trust is the sole member.

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