NVIDIA CORP — Director's Dealing 2010

Mar 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2010-03-15

Reporting Person: MILLER WILLIAM J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-15	Common Stock	M	60000	$11.33	Acquired	60000	Direct
2010-03-15	Common Stock	S	60000	$17.18	Disposed	0	Direct
2010-03-15	Common Stock	M	62502	$11.33	Acquired	62502	Direct
2010-03-15	Common Stock	S	62502	$17.18	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-15	Director Stock Option (Right to Buy)	$11.33	M	60000	Disposed	2010-07-12	Common Stock (60000)	Direct
2010-03-15	Director Stock Option (Right to Buy)	$11.33	M	62502	Disposed	2010-07-12	Common Stock (62502)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	302808	Indirect

Footnotes

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

F2: Represents weighted average sales price. The shares were sold at prices ranging from $17.05 to $17.28. 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.

F3: Fully vested.