Sec Form 4 Filing - PERRY MARK L @ NVIDIA CORP - 2024-04-02

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 PERRY MARK L 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) C/O NVIDIA CORPORATION, 2788 SAN TOMAS EXPRESSWAY 3. Date of Earliest Transaction (MM/DD/YY) 04/02/2024 (Street) SANTA CLARA, CA95051 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 Stock 04/02/2024 S 7,000 D $ 887.8942 ( 1 ) 116,000 I By Trust ( 2 ) Common Stock 1,000 I The Zoe Blue Perry 2020 Irrevocable Trust ( 3 ) Common Stock 1,000 I The Taylor William Perry 2023 Irrevocable Trust ( 4 ) Common Stock 13,612 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PERRY MARK L C/O NVIDIA CORPORATION 2788 SAN TOMAS EXPRESSWAY SANTA CLARA, CA95051 X Signatures /s/ Rebecca Peters, Attorney-in-Fact for Mark L. Perry 04/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents weighted average sales price. The shares were sold at prices ranging from $887.57 to $888.32. The Reporting Person will provide upon request, to the Securities and Exchange Commission, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 2 )Held by The Perry & Pena Family Trust, of which Mr. Perry and his wife are co-trustees. ( 3 )The shares are held by The Zoe Blue Perry 2020 Irrevocable Trust, of which the Reporting Person is a trustee. Mr. Perry disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein, if any. ( 4 )The shares are held by The Taylor William Perry 2023 Irrevocable Trust, of which the Reporting Person is a trustee. Mr. Perry disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein, if any.

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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