Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES
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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 ^* HUANG JEN HSUN	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 __X__ Officer (give title below) _____ Other (specify below) President and CEO
(Last) (First) (Middle) C/O NVIDIA CORPORATION, 2788 SAN TOMAS EXPRESSWAY	3. Date of Earliest Transaction (MM/DD/YYYY) 9/18/2019
(Street) SANTA CLARA, CA 95051 (City) (State) (Zip)	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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	9/18/2019		F		21665 ⁽¹⁾	D	$179.98	1354335 ⁽²⁾⁽³⁾	D
Common Stock	9/19/2019		G	V	45935	D	$0 ⁽⁴⁾	15864485	I	By Trust ⁽⁵⁾
Common Stock	9/20/2019		G	V	91870	D	$0 ⁽⁴⁾	15772615	I	By Trust ⁽⁵⁾
Common Stock								1237239	I	By Partnership ⁽⁶⁾
Common Stock								557000	I	By Irrevocable Trust ⁽⁷⁾
Common Stock								748012	I	The Jen-Hsun Huang 2016 Annuity Trust II Agreement
Common Stock								748012	I	The Lori Lynn Huang 2016 Annuity Trust II Agreement
Common Stock								1251950	I	By Irrevocable Remainder Trust ⁽⁸⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	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.
(2)	Includes 43,694 shares issued upon the vesting of restricted stock units previously reported on a Form 4.
(3)	Includes 114 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on August 30, 2019.
(4)	Gift without consideration.
(5)	The shares are held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust"), of which the Reporting Person is a trustee.
(6)	The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.
(7)	The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.
(8)	The shares are held by The Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which the Reporting Person is a trustee.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HUANG JEN HSUN C/O NVIDIA CORPORATION 2788 SAN TOMAS EXPRESSWAY SANTA CLARA, CA 95051	X		President and CEO

Signatures
/s/ Rebecca Peters, Attorney-in-Fact for Jen-Hsun Huang		9/20/2019
^**Signature of Reporting Person		Date

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*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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