NVIDIA CORP — Director's Dealing 2019

Feb 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2019-02-15

Reporting Person: HUANG JEN HSUN (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-15	Common Stock	D	18639	—	Disposed	1396190	Direct
2018-12-18	Common Stock	G	48000	—	Disposed	15808382	Indirect
2018-12-18	Common Stock	G	24000	—	Disposed	15784382	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	557000	Indirect
Common Stock	1237239	Indirect
Common Stock	680650	Indirect
Common Stock	756356	Indirect
Common Stock	756356	Indirect
Common Stock	680650	Indirect

Footnotes

F1: Represents the forfeiture of performance-based restricted stock granted to the Reporting Person on March 8, 2018 that was eligible to vest upon achievement of a pre-established stretch operating plan performance goal. Upon grant, the stretch operating plan performance goal was reported on a Form 4. On February 15, 2019 the Company determined that that, based on the Company's performance over the applicable performance period, a portion of the grant would be forfeited.

F2: Gift without consideration.

F3: 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.

F4: The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.

F5: The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.