NVIDIA CORP — Director's Dealing 2010

Jan 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2010-01-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-12	Common Stock	M	5500	$8.75	Acquired	77100	Direct
2010-01-12	Common Stock	G	5500	$0.00	Disposed	71600	Direct
2010-01-12	Common Stock	G	5500	$0.00	Acquired	72380	Indirect
2010-01-12	Common Stock	S	5500	$17.64	Disposed	66880	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-12	Stock Option (Right to Buy)	$8.75	M	5500	Disposed	2010-04-12	Common Stock (5500)	Direct

Footnotes

F1: This transaction was pursuant to a 10b5-1 Plan.

F2: The Reporting Person transferred 5,500 shares to the Shannon Revocable Trust, dated 9/24/1997, of which the Reporting Person is a co-trustee.

F3: The shares are held by the Shannon Revocable Trust, dated 9/24/1997, of which the Reporting Person is a co-trustee.

F4: Represents weighted average sales price. The shares were sold at prices ranging from $17.33 to $18.06. 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.

F5: Fully vested.