NVIDIA CORP — Director's Dealing 2011

Sep 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2011-09-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-21	Common Stock	A	12500	$0.00	Acquired	110203	Direct
2011-09-21	Common Stock	F	7028	$14.465	Disposed	103175	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-21	Stock Option (Right to Buy)	$14.465	A	42500	Acquired	2021-09-20	Common Stock (42500)	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 19, 2012 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 104 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on August 31, 2011 and 15,053 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

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

F4: The option shall vest as to 25% of the shares on September 21, 2012 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.