NVIDIA : Statement of Changes in Beneficial Ownership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF

SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or

Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person *	2. Issuer Name and Ticker or Trading Symbol
Puri Ajay K	NVIDIA CORP [ NVDA ]
3. Date of Earliest Transaction (MM/DD/YYYY)
EVP, Worldwide Field Ops
	9/11/2018
4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(Street)

SANTA CLARA, CA 95051

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

2. Trans. Date 2A. Deemed

Common Stock

9/11/2018

(2)

2550

A

A

(1)

$0

Common

298593 109356

D

IBy Trust

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

3A. Deemed 4. Trans. Code 5. Number of

6. Date Exercisable and 7. Title and Amount of Expiration Date

8. Price of 9. Number of Derivative

Explanation of Responses:

(1) The restricted stock unit shall vest as to 25% of the shares on September 18, 2019 and 6.25% of the shares every three months thereafter, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant.

(2)

The shares represent restricted stock units that were received as an award, for no consideration.

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Puri Ajay K C/O NVIDIA CORPORATION 2788 SAN TOMAS EXPRESSWAY SANTA CLARA, CA 95051	EVP, Worldwide Field Ops

Signatures /s/ Rebecca Peters, Attorney-in-Fact for Ajay K. Puri

9/13/2018

** 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). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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