OMB APPROVAL

FORM 4 OMB Number: 3235-0287

☐ Check this box if no longer Estimated average burden
subject to Section 16. Form 4 hours per response... 0.5
or Form 5 obligations may UNITED STATES SECURITIES AND EXCHANGE COMMISSION
continue. See Instruction 1(b). Washington, D.C. 20549
☒ Check this box to indicate
that a transaction was made
pursuant to a contract, STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
instruction or written plan that
is intended to satisfy the
affirmative defense conditions
of Rule 10b5-1(c). See
Instruction 10.
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 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

HUANG JEN HSUN NVIDIA CORP [ NVDA ]

__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle) 3. Date of Earliest Transaction (MM/DD/YYYY)

C/O NVIDIA CORPORATION, 2788 SAN 9/1/2023

TOMAS EXPRESSWAY
(Street) 4. If Amendment, Date Original Filed (MM/DD/YYYY) 6. Individual or Joint/Group Filing (Check Applicable
Line)

SANTA CLARA, CA 95051

_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 2. Trans. 2A. Deemed 3. Trans. 4. Securities Acquired (A) or 5. Amount of Securities 6. Ownership Form: Direct 7. Nature of Indirect
(Instr. 3) Date Execution Code Disposed of (D) Beneficially Owned Following (D) or Indirect (I) (Instr. 4) Beneficial Ownership (Instr.
Date, if any (Instr. 8) (Instr. 3, 4 and 5) Reported Transaction(s) 4)
(Instr. 3 and 4)
(A)
or
Code V Amount (D) Price
Common Stock 9/1/2023 M(1) 29,688 A $4 7,829,813 (2) D
Common Stock 9/1/2023 S(1) 700 D $482.5329 (3) 7,829,113 D
Common Stock 9/1/2023 S(1) 2,674 D $483.3338 (4) 7,826,439 D
Common Stock 9/1/2023 S(1) 4,634 D $484.408 (5) 7,821,805 D
Common Stock 9/1/2023 S(1) 7,605 D $485.2885 (6) 7,814,200 D
Common Stock 9/1/2023 S(1) 5,575 D $486.308 (7) 7,808,625 D
Common Stock 9/1/2023 S(1) 2,600 D $487.2835 (8) 7,806,025 D
Common Stock 9/1/2023 S(1) 2,300 D $488.383 (9) 7,803,725 D
Common Stock 9/1/2023 S(1) 1,100 D $489.41 (10) 7,802,625 D
Common Stock 9/1/2023 S(1) 200 D $490.615 (11) 7,802,425 D
Common Stock 9/1/2023 S(1) 400 D $491.6175 (12) 7,802,025 D
Common Stock 9/1/2023 S(1) 600 D $492.7867 (13) 7,801,425 D
Common Stock 9/1/2023 S(1) 400 D $494.4475 (14) 7,801,025 D
Common Stock 9/1/2023 S(1) 500 D $495.632 (15) 7,800,525 D
Common Stock 9/1/2023 S(1) 300 D $496.9233 (16) 7,800,225 D
Common Stock 9/1/2023 S(1) 100 D $497.82 7,800,125 D
Common Stock 9/5/2023 M(1) 29,688 A $4 7,829,813 D
Common Stock 9/5/2023 S(1) 100 D $478.97 7,829,713 D
Common Stock 9/5/2023 S(1) 1,000 D $480.482 (17) 7,828,713 D
Common Stock 9/5/2023 S(1) 1,600 D $481.4275 (18) 7,827,113 D
Common Stock 9/5/2023 S(1) 3,100 D $482.6268 (19) 7,824,013 D
Common Stock 9/5/2023 S(1) 5,100 D $483.5934 (20) 7,818,913 D
Common Stock 9/5/2023 S(1) 6,084 D $484.5783 (21) 7,812,829 D
Common Stock 9/5/2023 S(1) 5,315 D $485.6108 (22) 7,807,514 D
Common Stock 9/5/2023 S(1) 5,008 D $486.6393 (23) 7,802,506 D
Common Stock 9/5/2023 S(1) 2,181 D $487.6181 (24) 7,800,325 D
Common Stock 9/5/2023 S(1) 200 D $488.24 (25) 7,800,125 D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of 2. Conversion 3. Trans. 3A. Deemed 4. Trans. 5. Number of 6. Date Exercisable and 7. Title and Amount of 8. Price of 9. Number of 10. Ownership 11. Nature of
Derivate or Exercise Date Execution Code Derivative Expiration Date Securities Underlying Derivative derivative Securities Form of Indirect
Security Price of Date, if any (Instr. 8) Securities Acquired Derivative Security Security Beneficially Owned Derivative Beneficial
(Instr. 3) Derivative (A) or Disposed of (Instr. 3 and 4) (Instr. 5) Following Reported Security: Ownership
Security (D) Transaction(s) Direct (D) or (Instr. 4)
 (Instr. 3, 4 and 5) (Instr. 4) Indirect (I)
(Instr. 4)
Amount or
Date Expiration
Title Number of
Exercisable Date
Code V (A) (D) Shares
Employee
Common
Stock Option $4 9/1/2023 M (1) 29,688 (26)
9/17/2023 29,688 $0 445,312 D
Stock
(Right to Buy)
Employee
Common
Stock Option $4 9/5/2023 M (1) 29,688 (26)
9/17/2023 29,688 $0 415,624 D
Stock
(Right to Buy)

Explanation of Responses:
(1) The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 29, 2023.
(2) Includes 26 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on August 31, 2023.
(3) Represents weighted average sales price. The shares were sold at prices ranging from $481.84 to $482.83. 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.
(4) Represents weighted average sales price. The shares were sold at prices ranging from $482.84 to $483.75. 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.
(5) Represents weighted average sales price. The shares were sold at prices ranging from $483.86 to $484.82. 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.
(6) Represents weighted average sales price. The shares were sold at prices ranging from $484.86 to $485.85. 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.
(7) Represents weighted average sales price. The shares were sold at prices ranging from $485.86 to $486.83. 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.
(8) Represents weighted average sales price. The shares were sold at prices ranging from $486.87 to $487.80. 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.
(9) Represents weighted average sales price. The shares were sold at prices ranging from $487.92 to $488.87. 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.
(10) Represents weighted average sales price. The shares were sold at prices ranging from $489.09 to $489.73. 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.
(11) Represents weighted average sales price. The shares were sold at prices ranging from $490.14 to $491.09. 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.
(12) Represents weighted average sales price. The shares were sold at prices ranging from $491.37 to $491.85. 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.
(13) Represents weighted average sales price. The shares were sold at prices ranging from $492.38 to $493.25. 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.
(14) Represents weighted average sales price. The shares were sold at prices ranging from $493.83 to $494.69. 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.
(15) Represents weighted average sales price. The shares were sold at prices ranging from $495.21 to $496.09. 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.
(16) Represents weighted average sales price. The shares were sold at prices ranging from $496.74 to $497.17. 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.
(17) Represents weighted average sales price. The shares were sold at prices ranging from $480.05 to $480.84. 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.
(18) Represents weighted average sales price. The shares were sold at prices ranging from $481.08 to $481.93. 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.
(19) Represents weighted average sales price. The shares were sold at prices ranging from $482.10 to $483.07. 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.
(20) Represents weighted average sales price. The shares were sold at prices ranging from $483.10 to $484.08. 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.
(21) Represents weighted average sales price. The shares were sold at prices ranging from $484.12 to $485.11. 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.
(22) Represents weighted average sales price. The shares were sold at prices ranging from $485.12 to $486.09. 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.
(23) Represents weighted average sales price. The shares were sold at prices ranging from $486.18 to $487.13. 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.
(24) Represents weighted average sales price. The shares were sold at prices ranging from $487.18 to $487.99. 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.
(25) Represents weighted average sales price. The shares were sold at prices ranging from $488.23 to $488.25. 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.
(26) Fully vested.

Remarks:
This is the first of two Form 4s being filed for the same Reporting Person for transactions made on September 1, 2023, September 5, 2023, and September 6,
2023.

Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HUANG JEN HSUN
C/O NVIDIA CORPORATION
X President and CEO
2788 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95051
Signatures
/s/ Rebecca Peters, Attorney-in-Fact for Jen-Hsun Huang 9/6/2023
**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.
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.