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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Director Stock Option (Right to Buy) | $ 14.33 | 03/27/2009 | J(1) | 120,000 | (7) | 08/15/2011 | Common Stock | 120,000 | $ 0 | 120,000 | D | ||||
| Director Stock Option (Right to Buy) | $ 14.33 | 03/27/2009 | J(1) | 30,000 | (7) | 08/15/2011 | Common Stock | 30,000 | $ 0 | 30,000 | D | ||||
| Director Stock Option (Right to Buy) | $ 5.14 | 03/27/2009 | J(1) | 37,500 | (7) | 07/31/2010 | Common Stock | 37,500 | $ 0 | 37,500 | D | ||||
| Director Stock Option (Right to Buy) | $ 9.02 | 03/27/2009 | J(1)(7) | 20,206 | (7) | 07/31/2011 | Common Stock | 20,206 | $ 0 | 54,794 | D | ||||
| Director Stock Option (Right to Buy) | $ 14.76 | 03/27/2009 | J(1) | 6,538 | (8) | 07/31/2012 | Common Stock | 6,538 | $ 0 | 38,462 (8) | D | ||||
| Director Stock Option (Right to Buy) | $ 14.76 | 03/27/2009 | J(1) | 7,500 | (7) | 07/31/2012 | Common Stock | 7,500 | $ 0 | 7,500 | D | ||||
| Director Stock Option (Right to Buy) | $ 29.08 | 03/27/2009 | J(1) | 1,689 | (7) | 06/21/2013 | Common Stock | 1,689 | $ 0 | 10,311 | D | ||||
| Director Stock Option (Right to Buy) | $ 29.08 | 03/27/2009 | J(1) | 1,260 | (9) | 06/21/2013 | Common Stock | 1,260 | $ 0 | 34,740 (9) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| JONES HARVEY C C/O NVIDIA CORPORATION 2701 SAN TOMAS EXPRESSWAY SANTA CLARA, CA 95050 |
X | |||
| David M. Shannon, Attorney-in-Fact | 03/30/2009 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Transferred to reporting person's ex-spouse pursuant to property settlement in divorce proceeding. |
| (2) | Shares held by Jones Living Trust, of which the reporting person is a trustee. |
| (3) | Shares transferred to H.C. Jones Living Trust (the "Trust"), of which the reporting person is trustee. |
| (4) | Shares held by the Trust, of which the reporting person is trustee. |
| (5) | The reporting person is a general partner of ACK Family Partners, L.P. (the "Partnership"). The reporting person may be deemed to beneficially own the shares currently held by the Partnership. The reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| (6) | The shares are held in trust as follows: 3,900 by the Gregory C. Jones Trust, 3,900 by the Carolyn E. Jones Trust and 3,900 by Harvey C. Jones III Trust. The reporting person is co-trustee of each of the trusts. The reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| (7) | Fully vested. |
| (8) | 50% of each parties' unvested shares shall vest on May 1, 2009 and the remaining 50% of each parties' unvested shares shall vest on August 1, 2009, such that each parties' unvested shares are fully vested on August 1, 2009, in each case, subject to the reporting person's continuous service to the Company through such date. |
| (9) | Each parties' unvested shares shall begin vesting on June 22, 2009 and thereafter shall vest quarterly over one year such that each parties' unvested shares are fully vested June 22, 2010, provided that the reporting person has attended at least 75% of the Company's Board of Directors meetings between June 22, 2007 and June 22, 2009. If the reporting person has not attended at least 75% of the Board of Directors meetings between June 22, 2007 and June 22, 2009, each parties' unvested shares shall vest 30% on June 22, 2010, with the remaining 70% vesting on June 22, 2011. If the reporting person's service as a director terminates before June 22, 2009 due to disability, each parties' unvested shares shall immediately vest and become exercisable on a quarterly pro rata basis. If the reporting person's service as a director terminates due to death, each parties' unvested shares shall immediately vest and become exercisable. |