0001045810-15-000055.txt : 20150320
0001045810-15-000055.hdr.sgml : 20150320
20150320201105
ACCESSION NUMBER: 0001045810-15-000055
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150318
FILED AS OF DATE: 20150320
DATE AS OF CHANGE: 20150320
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NVIDIA CORP
CENTRAL INDEX KEY: 0001045810
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 943177549
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0126
BUSINESS ADDRESS:
STREET 1: 2701 SAN TOMAS EXPRESSWAY
CITY: SANTA CLARA
STATE: CA
ZIP: 95050
BUSINESS PHONE: 408-486-2000
MAIL ADDRESS:
STREET 1: 2701 SAN TOMAS EXPRESSWAY
CITY: SANTA CLARA
STATE: CA
ZIP: 95050
FORMER COMPANY:
FORMER CONFORMED NAME: NVIDIA CORP/DE
DATE OF NAME CHANGE: 20020612
FORMER COMPANY:
FORMER CONFORMED NAME: NVIDIA CORP/CA
DATE OF NAME CHANGE: 19980303
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SHANNON DAVID M
CENTRAL INDEX KEY: 0001197653
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23985
FILM NUMBER: 15717500
4
1
wf-form4_142689665577850.xml
FORM 4
X0306
4
2015-03-18
0
0001045810
NVIDIA CORP
NVDA
0001197653
SHANNON DAVID M
C/O NVIDIA CORPORATION
2701 SAN TOMAS EXPRESSWAY
SANTA CLARA
CA
95050
0
1
0
0
EVP, CAO & Secretary
Common Stock
2015-03-18
4
A
0
11250
0
A
256410
D
Common Stock
2015-03-18
4
A
0
100000
0
A
356410
D
Common Stock
2015-03-18
4
A
0
8000
0
A
366376
D
Common Stock
2015-03-18
4
F
0
22700
22.87
D
343676
D
Common Stock
2015-03-18
4
M
0
5000
15.94
A
348676
D
Common Stock
2015-03-18
4
S
0
5000
23.063
D
343676
D
Common Stock
110800
I
Shannon Revocable Trust
Stock Option (Right to Buy)
15.94
2015-03-18
4
M
0
5000
0
D
2015-09-15
Common Stock
5000.0
37500
D
The restricted stock unit shall vest as to 25% of the shares on March 16, 2016 and 12.5% of the shares every six months thereafter, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant.
The shares represent restricted stock units that were received as an award, for no consideration.
Represents the maximum number of shares that will be earned, if at all, based on the achievement of a pre-established performance goal during the Issuer's fiscal year ending January 31, 2016. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The maximum number represents 200% of the target payout of 50,000 shares. If the pre-established performance goal is achieved, the shares earned will vest as to 25% on March 16, 2016 and as to 12.5% of the shares every six months thereafter, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant.
Represents the maximum number of shares that will be earned, if at all, based on the Issuer's relative shareholder return from January 26, 2015 through January 28, 2018. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The maximum number represents 200% of the target payout of 4,000 shares. If a pre-established threshold is achieved, the shares earned will vest as to 100% on March 21, 2018, such that the shares are fully vested on approximately the three (3) year anniversary of the date of grant.
Includes 1,966 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 27, 2015 and 44,475 shares issued upon the vesting of restricted stock units previously reported on a Form 4.
Represents shares of the Issuer's common stock withheld by the Issuer to satisfy taxes due by the Reporting Person in connection with the vesting of restricted stock units previously reported on a Form 4.
This transaction was pursuant to a 10b5-1 Plan.
Represents weighted average sales price. The shares were sold at prices ranging from $22.70 to $23.36. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
The shares are held by the Shannon Revocable Trust, dated 9/24/1997, of which the Reporting Person is co-trustee.
Fully vested.
/s/ Rebecca Peters, Attorney-in-Fact for David M. Shannon
2015-03-20