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) 8/2/2021
(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	8/2/2021		M(1)		400000	A	$3.6163	5583192 (2)	D
Common Stock	8/2/2021		S(1)		46909	D	$194.38 (3)	5536283	D
Common Stock	8/2/2021		S(1)		44938	D	$195.28 (4)	5491345	D
Common Stock	8/2/2021		S(1)		55662	D	$196.05 (5)	5435683	D
Common Stock	8/2/2021		S(1)		83842	D	$197.40 (6)	5351841	D
Common Stock	8/2/2021		S(1)		119960	D	$198.46 (7)	5231881	D
Common Stock	8/2/2021		S(1)		48689	D	$199.06 (8)	5183192	D
Common Stock								62565496 (2)(9)	I	By Trust (10)
Common Stock								4948956 (2)	I	By Partnership (11)
Common Stock								2986630 (2)(9)	I	The Lori Lynn Huang 2016 Annuity Trust II Agreement
Common Stock								2986630 (2)(9)	I	The Jen-Hsun Huang 2016 Annuity Trust II Agreement
Common Stock								2228000 (2)	I	By Irrevocable Trust (12)
Common Stock								5007800 (2)	I	By Irrevocable Remainder Trust (13)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$3.6163 (2)	8/2/2021		M (1)			400000	(14)	9/20/2021	Common Stock	400000.0	$0	200000 (2)	D

Explanation of Responses:
(1)	This transaction was pursuant to a 10b5-1 Plan, as adjusted to give effect to a four-for-one forward split of the Issuer's common stock in the form of a stock dividend distributed on July 19, 2021 (the "stock split").
(2)	Adjusted to reflect the stock split.
(3)	Represents weighted average sales price. The shares were sold at prices ranging from $193.75 to $194.72. 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 $194.76 to $195.75. 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 $195.76 to $196.75. 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.
(6)	Represents weighted average sales price. The shares were sold at prices ranging from $196.85 to $197.84. 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.
(7)	Represents weighted average sales price. The shares were sold at prices ranging from $197.85 to $198.85. 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.
(8)	Represents weighted average sales price. The shares were sold at prices ranging from $198.85 to $199.48. 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)	As previously disclosed, on June 22, 2021, 2,930 pre-stock split shares of the Issuer's Common Stock held by The Lori Lynn Huang 2016 Annuity Trust II Agreement, and 2,930 pre-stock split shares of the Issuer's Common Stock held by The Jen-Hsun Huang 2016 Annuity Trust II Agreement were transferred for no consideration to the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 to satisfy annuity payments (collectively, the "GRAT transfer shares"). Additional shares issued in connection with the stock split with respect to the GRAT transfer shares were delivered to The Lori Lynn Huang 2016 Annuity Trust II Agreement and The Jen-Hsun Huang 2016 Annuity Trust II Agreement.
(10)	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.
(11)	The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.
(12)	The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.
(13)	The shares are held by The Huang Irrevocable Remainder Trust u/a/d February 19, 2016, of which the Reporting Person is a trustee.
(14)	Fully vested.

Reporting Owners
Reporting Owner Name / Address	Relationships
	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		8/4/2021
**Signature of Reporting Person		Date