Coxe Tench Form 4 NVIDIA / TENCH COXE ownership change

SEC Form 4

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^*

COXE TENCH

(Last)

(First)

(Middle)

755 PAGE MILL ROAD, SUITE A-200

(Street)

PALO ALTO

94304-1005

(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)
06/07/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/07/2024		S		1,409	D	$1,197.3594⁽¹⁾	3,095,727⁽²⁾	I	By Trust⁽³⁾
Common Stock	06/07/2024		S		4,008	D	$1,196.4958⁽⁴⁾	3,091,719⁽²⁾	I	By Trust⁽³⁾
Common Stock	06/07/2024		S		20,969	D	$1,195.543⁽⁵⁾	3,070,750⁽²⁾	I	By Trust⁽³⁾
Common Stock	06/07/2024		G		30,000	D	$0⁽⁶⁾	3,040,750⁽²⁾	I	By Trust⁽³⁾
Common Stock	06/07/2024		S		73,614	D	$1,194.1402⁽⁷⁾	2,967,136⁽²⁾	I	By Trust⁽³⁾
Common Stock								5,228⁽²⁾	D
Common Stock								685,248⁽²⁾	I	By Profit Sharing Plan Trust⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $1,197.34 to $1,197.74, inclusive. The Reporting Person undertakes to provide to NVIDIA Corporation, and any security holder of NVIDIA Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The number of shares beneficially owned by the Reporting Person following the transactions reported herein does not reflect a 10-for-1 stock split of NVIDIA Corporation's common stock (the "Stock Split"), which was effected on June 7, 2024 following the transactions reported herein.

3. Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the trust.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $1,196.05 to $1,196.86, inclusive. The Reporting Person undertakes to provide to NVIDIA Corporation, and any security holder of NVIDIA Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $1,195.000 to $1,195.995, inclusive. The Reporting Person undertakes to provide to NVIDIA Corporation, and any security holder of NVIDIA Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. Gift without consideration.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $1,194.00 to $1,194.97, inclusive. The Reporting Person undertakes to provide to NVIDIA Corporation, and any security holder of NVIDIA Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the Reporting Person.

	/s/ Kanwalpreet S. Kalra, by power of attorney	06/10/2024
	** 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).
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Coxe Tench Form 4NVIDIA / TENCH COXE ownership change