NVIDIA CORP — Director's Dealing 2011

Apr 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2011-04-08

Reporting Person: Byron Michael (Principal Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-08	Common Stock	A	20000	$0.00	Acquired	21478	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-08	Stock Option (Right to Buy)	$17.55	A	50000	Acquired	2021-04-07	Common Stock (50000)	Direct

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