NVIDIA CORP — Director's Dealing 2010

Sep 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2010-09-15

Reporting Person: SHANNON DAVID M (EVP, Gen. Counsel, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-15	Common Stock	A	12500	$0.00	Acquired	92956	Direct
2010-09-15	Common Stock	F	5288	$10.56	Disposed	87668	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-15	Stock Option (Right to Buy)	$10.56	A	47500	Acquired	2020-09-15	Common Stock (47500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	66880	Indirect

Footnotes

F1: The shares represent restricted stock units that were received as an award, for no consideration. The restricted stock unit shall vest as to 25% of the shares on September 21, 2011 and 12.5% of the shares every six months thereafter, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant.

F2: Includes 1,066 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on August 31, 2010 and 9,124 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

F3: Represents shares of the Issuer's common stock withheld by the Issuer to satisfy taxes due by the Reporting Person in connection with the vesting of restricted stock units previously reported on a Form 4.

F4: The shares are held by the Shannon Revocable Trust, dated 9/24/1997, of which the Reporting Person is co-trustee.

F5: The option shall vest as to 25% of the shares on September 15, 2011 and 6.25% of the shares at the end of each quarterly period thereafter, such that the option is fully vested on the four (4) year anniversary of the date of grant.