NVIDIA CORP — Director's Dealing 2011

Mar 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2011-03-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-08	Common Stock	M	10000	$8.47	Acquired	100668	Direct
2011-03-08	Common Stock	G	10000	$0.00	Disposed	90668	Direct
2011-03-08	Common Stock	G	10000	$0.00	Acquired	76880	Indirect
2011-03-08	Common Stock	S	2060	$19.75	Disposed	74820	Indirect
2011-03-08	Common Stock	S	7940	$20.66	Disposed	66880	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-08	Stock Option (Right to Buy)	$8.47	M	10000	Disposed	2011-05-16	Common Stock (10000)	Direct

Footnotes

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

F2: Includes 3,000 shares issued pursuant to the Issuer's Employee Stock Purchase Plan on February 28, 2011.

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

F4: Represents weighted average sales price. The shares were sold at prices ranging from $19.35 to $20.35. 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: Represents weighted average sales price. The shares were sold at prices ranging from $20.39 to $20.75. 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.

F6: Fully vested.