UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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HIDDEN NOTE: PRINT DUPLEX OR COPY BACK TO BACK ON TWO PAGES
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
 
___________NVIDIA Corporation____________
(Name of Issuer)
 
____________Common Stock______________
(Title of Class of Securities)
 
_____________67066G104_________________
(CUSIP Number)
 
________________December 31, 2005________________
(Date of Event Which Requires Filing of This Statement)
 
The SEC fee for this form has been eliminated.
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨  
Rule 13d-1(b)
 
¨  
Rule 13d-1(c)
 
ý  
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
CUSIP No. 67066G104
 
13G
 
Page 2 of 9 Pages
 
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
 
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
 
2,941,500(1)
6
SHARED VOTING POWER
 
8,558,335
7
SOLE DISPOSITIVE POWER
 
2,941,500(1)
8
SHARED DISPOSITIVE POWER
 
8,558,335
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,499,835(1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
6.6%
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN
(1) Includes 2,876,748 shares issuable pursuant to options exercisable within 60 days of December 31, 2005.

 
 
CUSIP No. 67066G104
 
13G
 
Page 3 of 9 Pages
 
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
 
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
 
8,558,335
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
8,558,335
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,558,335
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.0%
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN



CUSIP No. 67066G104
 
13G
 
Page 4 of 9 Pages
 
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
Jen-Hsun Huang and Lori Huang, as Co-Trustees of the Jen-Hsun and Lori Huang Living Trust u/a/d May 1, 1995 (“Trust”)
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
 
California
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH:
 
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
8,558,335
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
8,558,335
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,558,335
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.0%
12
TYPE OF REPORTING PERSON (See Instructions)
 
OO



CUSIP No. 67066G104
 
13G
 
Page 5 of 9 Pages
 
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
 
J. and L. Huang Investments, L.P. (“Huang Investments”)
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
 
California
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH:
 
5
SOLE VOTING POWER
 
-0-
6
SHARED VOTING POWER
 
802,413
7
SOLE DISPOSITIVE POWER
 
-0-
8
SHARED DISPOSITIVE POWER
 
802,413
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
802,413
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.5%
12
TYPE OF REPORTING PERSON (See Instructions)
 
PN



CUSIP No. 67066G104
 
13G
 
Page 6 of 9 Pages
 
 

 
   Item 1.   
(a)  
Name of Issuer
 
NVIDIA Corporation
 

 
(b)  
Address of Issuer’s Principal Executive Offices
 
2701 San Tomas Expressway
 
Santa Clara, CA 95050
 
 
Item 2.   
(c)  
Name of Person Filing:
 
Jen-Hsun Huang
 
Lori Huang
 
Jen-Hsun Huang and Lori Huang, as Co-Trustees of The Jen-Hsun and Lori Huang Living Trust u/a/d May 1, 1995 (“Trust”)
 
J. and L. Huang Investments, L.P. (“Huang Investments”)
 

 
(d)  
Address of Principal Business Office or, if none, Residence
 
2701 San Tomas Expressway
 
Santa Clara, CA 95050
 

 
(e)  
Citizenship
 
Jen-Hsun Huang  USA
 
Lori Huang  USA
 
Trust   California
 
Huang Investments California
 

 
(f)  
Title of Class of Securities: Common Stock, $.001 par value
 

 
(g)  
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
 
Item 4.  
Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(h)  
Amount Beneficially Owned:
 
Jen-Hsun Huang  11,499,835*
 
Lori Huang  8,558,335**
 
Trust   8,558,335**
 
Huang Investments 802,413***
 

 
(i)  
Percent of Class:
 
Jen-Hsun Huang  6.6%
 
Lori Huang  5.0%
 
Trust   5.0%
 
Huang Investments 0.5%
 

CUSIP No. 67066G104
 
13G
 
Page 7 of 9 Pages
 
 

(j)  
Number of shares as to which such person has:
 
¨  
Sole power to vote or to direct the vote:

Jen-Hsun Huang  2,941,500*
 
Lori Huang  0
 
Trust   0**
 
Huang Investments 0***
 

 
¨  
Shared power to vote or to direct the vote:

Jen-Hsun Huang  8,558,335**
 
Lori Huang  8,558,335**
 
Trust   8,558,335**
 
Huang Investments 802,413***
 

¨  
Sole power to dispose or to direct the disposition of:

Jen-Hsun Huang  2,941,500*
 
Lori Huang  0
 
Trust   0**
 
Huang Investments 0***

¨  
Shared power to dispose or to direct the disposition of:

 
Jen-Hsun Huang  8,558,335**
 
Lori Huang  8,558,335**
 
Trust   8,558,335**
 
Huang Investments 802,413***
 

 
* Includes 2,876,748 shares issuable pursuant to options exercisable within 60 days of December 31, 2005.
**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 7,755,922 shares held by the Trust and the 802,413 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 802,413 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.


Item 5.  
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
 
 
Item 6.  
Ownership of More than Five Percent on Behalf of Another Person
 
Not Applicable
 
Item 7.  
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
 
Not Applicable
 
Item 8.  
Identification and Classification of Members of the Group
 
Not Applicable
 

CUSIP No. 67066G104
 
13G
 
Page 8 of 9 Pages
 
Item 9.  
Notice of Dissolution of a Group
 
Not Applicable
 
Item 10.  
Certification
 
Not Applicable

 

CUSIP No. 67066G104
 
13G
 
Page 9 of 9 Pages
 

 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
February 14, 2006
Date
 
/s/JEN-HSUN HUANG
Jen-Hsun Huang  
 
/s/LORI HUANG
Lori Huang            
 
 
Jen-Hsun Huang and Lori Huang, as Co-Trustees of The Jen-Hsun and Lori Huang Living Trust u/a/d May 1, 1995

/s/JEN-HSUN HUANG
Jen-Hsun Huang, Trustee
 
/s/LORI HUANG
Lori Huang, Trustee             
 
 
J. and L. Huang Investments, L.P.
 
By: Jen-Hsun Huang and Lori Huang, as Co-Trustees of The Jen-Hsun and Lori Huang Living Trust u/a/d May 1, 1995, its General Partner

/s/JEN-HSUN HUANG
Jen-Hsun Huang, Trustee  
 
/s/LORI HUANG
Lori Huang, Trustee