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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 19.1567 | 05/11/2009 | D(1) | 298,247 | (1) | 03/31/2013 | Common Stock | 298,247 | $ 0 | 151,753 | D | ||||
| Employee Stock Option (Right to Buy) | $ 23.65 | 05/11/2009 | A(1) | 298,247 | (1) | 03/31/2013 | Common Stock | 298,247 | $ 0 | 298,247 | D | ||||
| Employee Stock Option (Right to Buy) | $ 18.9 | 05/11/2009 | D(2) | 202,500 | (2) | 03/21/2014 | Common Stock | 202,500 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 23.65 | 05/11/2009 | A(2) | 202,500 | (2) | 03/21/2014 | Common Stock | 202,500 | $ 0 | 202,500 | D | ||||
| Employee Stock Option (Right to Buy) | $ 17.66 | 05/11/2009 | D(3) | 200,000 | (3) | 03/19/2015 | Common Stock | 200,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 23.65 | 05/11/2009 | A(3) | 200,000 | (3) | 03/19/2015 | Common Stock | 200,000 | $ 0 | 200,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HUANG JEN HSUN C/O NVIDIA CORPORATION 2701 SAN TOMAS EXPRESSWAY SANTA CLARA, CA 95050 |
X | President and CEO | ||
| David M. Shannon, Attorney-in-Fact for Jen-Hsun Huang | 05/11/2009 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The two reported transactions involved an amendment of an outstanding option in connection with the settlement of certain stockholder derivative actions, resulting for purposes of Section 16 in the deemed cancellation of a portion of the "old" option and the grant of a replacement option. The amendment is solely for the purpose of increasing the exercise price of the portion of the option deemed to have been cancelled and replaced. The option was originally granted on March 31, 2006 and provides for vesting in equal quarterly installments over a one year period beginning on May 15, 2010, such that the option will be fully vested on May 15, 2011. |
| (2) | The two reported transactions involved an amendment of an outstanding option in connection with the settlement of certain stockholder derivative actions, resulting for purposes of Section 16 in the deemed cancellation of the "old" option and the grant of a replacement option. The amendment is solely for the purpose of increasing the exercise price of the option deemed to have been cancelled and replaced. The option was originally granted on March 21, 2007 and provides for vesting as to 50% of the option on August 15, 2011 and the remaining 50% of the option on November 15, 2011, such that the option is fully vested on November 15, 2011. |
| (3) | The two reported transactions involved an amendment of an outstanding option in connection with the settlement of certain stockholder derivative actions, resulting for purposes of Section 16 in the deemed cancellation of the "old" option and the grant of a replacement option. The amendment is solely for the purpose of increasing the exercise price of the option deemed to have been cancelled and replaced. The option was originally granted on March 19, 2008 and provides for vesting as to 50% of the option on August 15, 2012 and the remaining 50% of the option on November 15, 2012, such that the option is fully vested on November 15, 2012. |