NVIDIA CORP — Director's Dealing 2010

Mar 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2010-03-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-17	Common Stock	A	12500	$0.00	Acquired	86332	Direct
2010-03-17	Common Stock	F	6942	$18.10	Disposed	79390	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-17	Stock Option (Right to Buy)	$18.10	A	37500	Acquired	2016-03-17	Common Stock (37500)	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 50% of the shares on September 19, 2012 and and 50% of the shares on March 20, 2013.

F2: Includes 2,232 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 26, 2010 and 11,981 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 June 17, 2012 and 75% of the shares in equal quarterly installments over the next nine months such that the option shall be fully vested on the three year anniversary of the date of grant.