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Form 4 NVIDIA CORP For: Mar 22 Filed by: Puri Ajay K

May 17, 2018 8:30 PM
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
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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 *
Puri Ajay K
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Worldwide Field Ops
3. Date of Earliest Transaction (Month/Day/Year)
03/22/2013
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 03/22/2013 P 150.2172 (1) A $ 12.429 508,962.2172 D
Common Stock 06/17/2013 P 128.8639 (1) A $ 14.576 509,091.0811 D
Common Stock 09/16/2013 P 119.2886 (1) A $ 15.827 509,210.3697 D
Common Stock 12/16/2013 P 141.8388 (1) A $ 15.157 509,352.2085 D
Common Stock 03/21/2014 P 114.8242 (1) A $ 18.828 509,467.0327 D
Common Stock 06/16/2014 P 111.265 (1) A $ 19.518 509,578.2977 D
Common Stock 09/15/2014 P 115.4404 (1) A $ 18.894 509,693.7381 D
Common Stock 12/16/2014 P 112.0185 (1) A $ 19.5587 509,805.7566 D
Common Stock 03/20/2015 P 94.3229 (1) A $ 23.329 509,900.0795 D
Common Stock 06/15/2015 P 121.3325 (1) A $ 20.8785 510,021.412 D
Common Stock 09/14/2015 P 112.5992 (1) A $ 22.6029 510,134.0112 D
Common Stock 12/15/2015 P 90.9858 (1) A $ 33.1352 510,224.997 D
Common Stock 03/16/2016 S 26,300 D $ 32.926 (2) 335,892 (3) D
Common 05/15/2018 S 38,676 D $ 255.36 (4) 109,356 (5) I By Trust (6)
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. Represents shares acquired by Mr. Puri upon automatic reinvestment of cash dividends from the Issuer through his brokerage account. The Issuer does not sponsor a dividend reinvestment plan.
2. Represents weighted average sales price. The shares were sold at prices ranging from $32.55 to $33.18. 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. Fractional amounts have been rounded down to the nearest whole number.
4. The Reporting Person contributed shares of the common stock of NVIDIA Corporation (the "Common Stock") to an exchange fund in exchange for shares of the exchange fund. The Common Stock was valued at $255.36 per share for the purpose of determining the number of shares of the exchange fund issuable to the Reporting Person.
5. On April 13, 2018 148,032 shares were transferred to the Ajay K Puri Revocable Trust dtd 12/10/2015 (the "Trust").
6. The shares are held by the Trust of which the Reporting Person is a trustee.
/s/ Rebecca Peters, Attorney-in-Fact for Ajay K. Puri 05/17/2018
** 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.
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