NVIDIA CORP — Director's Dealing 2011

Jan 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2011-01-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-11	Common Stock	M	10000	$8.47	Acquired	97668	Direct
2011-01-11	Common Stock	G	10000	$0.00	Disposed	87668	Direct
2011-01-11	Common Stock	G	10000	$0.00	Acquired	76880	Indirect
2011-01-11	Common Stock	S	10000	$20.95	Disposed	66880	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-11	Director Stock Option (Right to Buy)	$8.47	M	10000	Disposed	2011-05-16	Common Stock (10000)	Direct

Footnotes

F1: The shares are held by the Shannon Revocable Trust, dated 9/24/1997, of which the Reporting Person is co-trustee.

F2: Fully vested.