NVIDIA CORP — Director's Dealing 2020

Feb 20, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2020-02-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-18	Common Stock	D	22611	—	Disposed	1327722	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15772615	Indirect
Common Stock	1237239	Indirect
Common Stock	557000	Indirect
Common Stock	748012	Indirect
Common Stock	748012	Indirect
Common Stock	1251950	Indirect

Footnotes

F1: The maximum potential performance-based restricted stock units that could vest based on achievement of a stretch operating plan performance goal during the Issuer's fiscal year ended January 26, 2020 was reported on a Form 4 on March 12, 2019. On February 18, 2020, the Company determined that, based on its performance, the portion reported herein would not be eligible to vest. The remainder will vest as to 25% on March 18, 2020 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.

F2: 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.

F3: The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.

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 The Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which the Reporting Person is a trustee.