OMB
APPROVAL
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OMB
Number: 3235-0145
Expires: January
31, 2006
Estimated
average burden
hours
per response..........11
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¨ |
Rule
13d-1(b)
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¨ |
Rule
13d-1(c)
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ý |
Rule
13d-1(d)
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CUSIP
No. 67066G104
|
13G
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Page
2 of 9 Pages
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
Jen-Hsun
Huang
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||
2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
(b)
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||
3
|
SEC
USE ONLY
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||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
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||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
2,941,500(1)
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|
6
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SHARED
VOTING POWER
8,558,335
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||
7
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SOLE
DISPOSITIVE POWER
2,941,500(1)
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||
8
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SHARED
DISPOSITIVE POWER
8,558,335
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||
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,499,835(1)
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||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
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||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
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||
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
IN
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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”)
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||
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
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CUSIP
No. 67066G104
|
13G
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Page
6 of 9 Pages
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Item 1. |
(a) |
Name
of Issuer
|
(b) |
Address
of Issuer’s Principal Executive
Offices
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Item 2. |
(c) |
Name
of Person Filing:
|
(d) |
Address
of Principal Business Office or, if none,
Residence
|
(e) |
Citizenship
|
(f) |
Title
of Class of Securities: Common
Stock, $.001 par value
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(g) |
CUSIP
Number: 67066G104
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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:
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Item 4. |
Ownership
|
(h) |
Amount
Beneficially Owned:
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(i) |
Percent
of Class:
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CUSIP
No. 67066G104
|
13G
|
Page
7 of 9 Pages
|
(j) |
Number
of shares as to which such person
has:
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¨ |
Sole
power to vote or to direct the
vote:
|
¨ |
Shared
power to vote or to direct the
vote:
|
¨ |
Sole
power to dispose or to direct the disposition
of:
|
¨ |
Shared
power to dispose or to direct the disposition
of:
|
Item 5. |
Ownership
of Five Percent or Less of a
Class
|
Item 6. |
Ownership
of More than Five Percent on Behalf of Another
Person
|
Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company or Control
Person
|
Item 8. |
Identification
and Classification of Members of the
Group
|
CUSIP
No. 67066G104
|
13G
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Page
8 of 9 Pages
|
Item 9. |
Notice
of Dissolution of a Group
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Item 10. |
Certification
|
CUSIP
No. 67066G104
|
13G
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Page
9 of 9 Pages
|
February
14, 2006
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Date
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/s/JEN-HSUN
HUANG
|
Jen-Hsun
Huang
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/s/LORI
HUANG
|
Lori
Huang
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/s/JEN-HSUN
HUANG
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Jen-Hsun
Huang, Trustee
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/s/LORI
HUANG
|
Lori
Huang, Trustee
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/s/JEN-HSUN
HUANG
|
Jen-Hsun
Huang, Trustee
|
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/s/LORI
HUANG
|
Lori
Huang, Trustee
|
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