|
¨
|
Rule
13d-1(b)
|
|
¨
|
Rule
13d-1(c)
|
|
CUSIP No. 67066G104
|
13G
|
|
1.
|
Name
of Reporting Persons
Jen-Hsun
Huang
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
|
|||
|
(a)
|
¨
|
|||
|
(b)
|
¨
|
|||
|
3.
|
SEC
USE ONLY
|
|||
|
4.
|
Citizenship
or Place of Organization
USA
|
|||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
6,824,544(1)
|
||
|
6.
|
Shared
Voting Power
20,809,704
|
|||
|
7.
|
Sole
Dispositive Power
6,824,544(1)
|
|||
|
8.
|
Shared
Dispositive Power
20,809,704
|
|||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
27,634,248(1)
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see
instructions)
|
¨
|
||
|
11.
|
Percent
of Class Represented by Amount in Row 9
5.1%
|
|||
|
12.
|
Type
of Reporting Person (see instructions)
IN
|
|||
|
CUSIP No. 67066G104
|
13G
|
|
1.
|
Name
of Reporting Persons
Lori
Huang
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
|
|||
|
(a)
|
¨
|
|||
|
(b)
|
¨
|
|||
|
3.
|
SEC
USE ONLY
|
|||
|
4.
|
Citizenship
or Place of Organization
USA
|
|||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
||
|
6.
|
Shared
Voting Power
20,809,704
|
|||
|
7.
|
Sole
Dispositive Power
0
|
|||
|
8.
|
Shared
Dispositive Power
20,809,704
|
|||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
20,809,704
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see
instructions)
|
¨
|
||
|
11.
|
Percent
of Class Represented by Amount in Row 9
3.9%
|
|||
|
12.
|
Type
of Reporting Person (see instructions)
IN
|
|||
|
CUSIP No. 67066G104
|
13G
|
|
1.
|
Name
of Reporting Persons
Jen-Hsun
Huang and Lori Huang, as Co-Trustees of the Jen-Hsun Huang and Lori Huang
Trust u/a/d May 1, 1995
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (see
instructions)
|
|||
|
(a)
|
¨
|
|||
|
(b)
|
¨
|
|||
|
3.
|
SEC
USE ONLY
|
|||
|
4.
|
Citizenship
or Place of Organization
USA
|
|||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
||
|
6.
|
Shared
Voting Power
20,809,704
|
|||
|
7.
|
Sole
Dispositive Power
0
|
|||
|
8.
|
Shared
Dispositive Power
20,809,704
|
|||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
20,809,704
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see
instructions)
|
¨
|
||
|
11.
|
Percent
of Class Represented by Amount in Row 9
3.9%
|
|||
|
12.
|
Type
of Reporting Person (see instructions)
OO
|
|||
|
CUSIP No. 67066G104
|
13G
|
|
1.
|
Name
of Reporting Persons
J.
and L. Huang Investments, L.P.
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
|
|||
|
(a)
|
¨
|
|||
|
(b)
|
¨
|
|||
|
3.
|
SEC
USE ONLY
|
|||
|
4.
|
Citizenship
or Place of Organization
USA
|
|||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
||
|
6.
|
Shared
Voting Power
1,237,239
|
|||
|
7.
|
Sole
Dispositive Power
0
|
|||
|
8.
|
Shared
Dispositive Power
1,237,239
|
|||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,237,239
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see
instructions)
|
¨
|
||
|
11.
|
Percent
of Class Represented by Amount in Row 9
0.2%
|
|||
|
12.
|
Type
of Reporting Person (see instructions)
PN
|
|||
|
Item
1(a).
|
Name
of Issuer: NVIDIA Corporation
|
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
2701
San Tomas Expressway
Santa
Clara, CA 95050
|
|
Item
2(a).
|
Name
of Person
Filing: Jen-Hsun
Huang
Lori Huang
Jen-Hsun Huang and Lori Huang,
as Co-Trustees of the Jen-Hsun Huang and Lori Huang Trust u/a/d May 1,
1995(“Trust”)
J. and L. Huang Investments,
L.P. (“Huang Investments”)
|
|
Item
2(b).
|
Address
of Principal Business Office or, if none, Residence:
|
|
Item
2(c).
|
Citizenship: Jen-Hsun
Huang
USA
Lori
Huang USA
Trust
California
Huang
Investments California
|
|
Item
2(d).
|
Title
of Class of Securities: Common Stock, $.001 par
value
|
|
Item
2(e).
|
CUSIP
Number: 67066G104
|
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or
(c), check whether the person filing is a:
|
|
Not
applicable
|
|
(a)
|
Amount
Beneficially Owned:
|
|
(b)
|
Percent
of Class:
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the
vote:
|
| Jen-Hsun Huang |
6,824,544*
|
||
| Lori Huang |
0
|
||
| Trust |
0
|
||
| Huang Investments |
0
|
|
(ii)
|
Shared
power to vote or to direct the
vote:
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of:
|
|
Jen-Hsun
Huang
|
6,824,544*
|
||
|
Lori
Huang
|
0
|
||
|
Trust
|
0
|
||
|
Huang
Investments
|
0
|
|
(iv)
|
Shared
power to dispose or to direct the disposition
of:
|
|
*
|
Includes
5,904,744 shares issuable pursuant to options exercisable within 60 days
of December 31, 2008.
|
|
**
|
By
virtue of their status as co-trustees of the Trust, each of Jen-Hsun Huang
and Lori Huang may be deemed to have shared beneficial ownership of the
19,572,465 shares held by the Trust and the 1,237,239 shares held by Huang
Investments, which the Trust is a general partner of, and to have shared
power to vote or to direct the vote or to dispose of or direct the
disposition of such securities.
|
|
***
|
By
virtue of their status as co-trustees of the Trust that is a general
partner of Huang Investments, each of Jen-Hsun and Lori Huang may be
deemed to have shared beneficial ownership of the 1,237,239 shares held by
Huang Investments and to have shared power to vote or to direct the vote
or to dispose of or direct the disposition of such
securities.
|
|
|
EXHIBITS:
|
|
|
A: Joint
Filing Agreement
|