Sec Form 4 Filing - COXE TENCH @ NVIDIA CORP - 2016-10-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
COXE TENCH
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)
(Last) (First) (Middle)
755 PAGE MILL ROAD, SUITE A-200
3. Date of Earliest Transaction (MM/DD/YY)
10/12/2016
(Street)
PALO ALTO, CA94304-1005
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/12/2016 M 39,065 A $ 18.82 55,561 D ( 1 )
Common 10/12/2016 S 10,283 D $ 66.5668 ( 2 ) 45,278 D ( 1 )
Common 10/12/2016 S 39,065 D $ 66.5668 ( 2 ) 6,213 D ( 1 )
Common 171,312 I By Profit Sharing Plan Trust ( 3 )
Common 1,335,421 I By Trust ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 18.82 10/12/2016 M 39,065 ( 5 ) 05/26/2024 Common 39,065 $ 0 0 D ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COXE TENCH
755 PAGE MILL ROAD, SUITE A-200
PALO ALTO, CA94304-1005
X
Signatures
/s/ Robert Yin, by power of attorney 10/14/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person shares pecuniary interest in these shares with other individuals pursuant to a contractual relationship. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in these shares.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $66.475 to $66.66, 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.
( 3 )Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.
( 4 )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.
( 5 )Annual grant in connection with service on the board of directors. The grant shall vest quarterly over one year, commencing on May 27, 2014. If the reporting person's service as a director terminates at any time due to death, the grant shall immediately become fully vested and exercisable.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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