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NVIDIA CORP 8-K Report, Material Agreement (Jun 5, 2017)

Filed June 5, 2017For Securities:NVDA

Summary

NVIDIA Corporation (NVDA) announced on June 4, 2017, an agreement with Goldman Sachs & Co. LLC to terminate the remaining 11,503,866 outstanding warrants. These warrants were originally issued in November 2013 and would have entitled Goldman Sachs to purchase shares of NVIDIA's common stock. The termination of these warrants will be settled by NVIDIA delivering shares of its common stock to Goldman Sachs. The number of shares to be issued will be determined daily based on the volume-weighted average price of NVIDIA's stock during an observation period from June 5, 2017, to June 30, 2017. This action is being taken under an exemption from registration requirements, suggesting it's a private transaction not requiring public offering registration.

Key Highlights

  • 1NVIDIA is terminating all remaining 11,503,866 outstanding warrants held by Goldman Sachs.
  • 2The termination agreement was entered into on June 2, 2017.
  • 3The settlement will involve NVIDIA issuing shares of its common stock to Goldman Sachs.
  • 4The number of shares issued will be determined by the daily volume-weighted average price (VWAP) of NVIDIA stock during a specified observation period.
  • 5The observation period for determining the settlement share count runs from June 5, 2017, to June 30, 2017.
  • 6The issuance of shares is being conducted under an exemption from SEC registration requirements (Section 4(a)(2) of the Securities Act of 1933).
  • 7This move effectively removes potential future dilution from these specific warrants.

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