NVIDIA (NVDA) Form 4 NVIDIA / Debora Shoquist 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^*

Shoquist Debora

(Last) (First) (Middle)

C/O NVIDIA CORPORATION

2701 SAN TOMAS EXPRESSWAY

(Street)

SANTA CLARA CA 95050

(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, Operations

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2016

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	01/07/2016		M(1)		8,750	A	$10.56	324,559	D
Common Stock	01/07/2016		M(1)		20,000	A	$14.465	344,559	D
Common Stock	01/07/2016		M(1)		40,000	A	$17.53	384,559	D
Common Stock	01/07/2016		M(1)		29,476	A	$18.1	414,035	D
Common Stock	01/07/2016		S(1)		98,226	D	$30.3601	315,809	D

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
Stock Option (Right to Buy)	$10.56	01/07/2016		M(1)			8,750	(2)	09/14/2020	Common Stock	8,750	$0	0	D
Stock Option (Right to Buy)	$14.465	01/07/2016		M(1)			20,000	(2)	09/20/2021	Common Stock	20,000	$0	0	D
Stock Option (Right to Buy)	$17.53	01/07/2016		M(1)			40,000	(2)	03/15/2021	Common Stock	40,000	$0	0	D
Stock Option (Right to Buy)	$18.1	01/07/2016		M(1)			29,476	(2)	03/16/2016	Common Stock	29,476	$0	0	D

Explanation of Responses:

1. This transaction was pursuant to a 10b5-1 Plan.

2. Fully vested.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for Debora Shoquist	01/11/2016
	** 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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