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 *

Puri Ajay K
2. Issuer Name and Ticker or Trading Symbol

NVIDIA CORP [ NVDA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
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(Last)          (First)          (Middle)

C/O NVIDIA CORPORATION, 2788 SAN TOMAS EXPRESSWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

3/18/2020
(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)
Code V Amount (A) or (D) Price
Common Stock 3/18/2020  F(1)  14948 D$202.82 68046 (2)D  
Common Stock         94870 I By Children's Trust (3)(4)
Common Stock         90722 I By Trust (5)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

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 30,920 shares issued upon the vesting of restricted stock units previously reported on a Form 4.
(3) The shares are held by The Puri 2019 Irrevocable Children's Trust dtd 12/06/2019 (the "Children's Trust"), of which the Reporting Person is trustee. Mr. Puri disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein, if any.
(4) Prior Forms 4 incorrectly showed holdings of an additional 50,305 shares held by the Children's Trust. These shares are already accounted for in the total of 94,870 shares held and therefore the line item reporting the 50,305 shares has been removed.
(5) The shares are held by the Ajay K. Puri Revocable Trust dtd 12/10/2015, of which the Reporting Person is trustee.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Puri Ajay K
C/O NVIDIA CORPORATION
2788 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95051


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Signatures
/s/ Rebecca Peters, Attorney-in-Fact for Ajay K. Puri3/20/2020
**Signature of Reporting PersonDate

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