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Form 4 NVIDIA CORP For: Feb 23 Filed by: JONES HARVEY C

February 27, 2024 5:06 PM EST
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
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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).
1. Name and Address of Reporting Person *
JONES HARVEY C

(Last) (First) (Middle)
C/O NVIDIA CORPORATION
2788 SAN TOMAS EXPRESSWAY

(Street)
SANTA CLARA CA 95051

(City) (State) (Zip)
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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 06/29/2023   G V 119,724 D $ 0 18,860 D  
Common Stock 06/29/2023   G V 119,724 A $ 0 796,120 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   2,909 D $ 805.7369 (2) 793,211 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   1,861 D $ 806.4855 (3) 791,350 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   4,945 D $ 807.8962 (4) 786,405 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   1,404 D $ 809.3397 (5) 785,001 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   1,835 D $ 810.0574 (6) 783,166 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   900 D $ 811.4433 (7) 782,266 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   900 D $ 812.2833 (8) 781,366 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   400 D $ 813.3775 (9) 780,966 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   1,500 D $ 814.4853 (10) 779,466 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   1,317 D $ 815.5542 (11) 778,149 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   8,960 D $ 816.8385 (12) 769,189 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   16,290 D $ 817.7023 (13) 752,899 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   11,185 D $ 818.6122 (14) 741,714 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   5,282 D $ 819.6108 (15) 736,432 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   2,854 D $ 820.599 (16) 733,578 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   1,958 D $ 821.5435 (17) 731,620 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   400 D $ 822.68 (18) 731,220 I H.C. Jones Living Trust (1)
Common Stock 02/23/2024   S   100 D $ 823.72 731,120 I H.C. Jones Living Trust (1)
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 (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 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: 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. Shares are held by H.C. Jones Living Trust, of which the Reporting Person is the trustee.
2. Represents weighted average sales price. The shares were sold at prices ranging from $805.12 to $806.10. 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.
3. Represents weighted average sales price. The shares were sold at prices ranging from $806.25 to $806.70. 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.
4. Represents weighted average sales price. The shares were sold at prices ranging from $807.34 to 808.17. 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 $808.80 to $809.69. 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 $809.81 to $810.56. 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 $810.84 to $811.79. 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 $811.94 to $812.79. 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 $813.01 to $813.58. 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. Represents weighted average sales price. The shares were sold at prices ranging from $814.02 to $814.94. 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.
11. Represents weighted average sales price. The shares were sold at prices ranging from $815.1202 to $816.08. 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.
12. Represents weighted average sales price. The shares were sold at prices ranging from $816.14 to $817.13. 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.
13. Represents weighted average sales price. The shares were sold at prices ranging from $817.14 to $818.13. 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.
14. Represents weighted average sales price. The shares were sold at prices ranging from $818.14 to $819.13. 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.
15. Represents weighted average sales price. The shares were sold at prices ranging from $819.16 to $820.12. 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.
16. Represents weighted average sales price. The shares were sold at prices ranging from $820.16 to $821.00. 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.
17. Represents weighted average sales price. The shares were sold at prices ranging from $821.206 to $822.03. 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.
18. Represents weighted average sales price. The shares were sold at prices ranging from $822.23 to $823.06. 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.
/s/ Rebecca Peters, Attorney-in-Fact for Harvey C. Jones 02/27/2024
** 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 Number.


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