NVIDIA CORP — Director's Dealing 2011

Mar 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2011-03-16

Reporting Person: HUANG JEN HSUN (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-16	Common Stock	M	63600	$11.95	Acquired	371276	Direct
2011-03-16	Comon Stock	S	63200	$17.81	Disposed	308076	Direct
2011-03-16	Common Stock	S	400	$18.33	Disposed	307676	Direct
2011-03-17	Common Stock	M	63600	$11.95	Acquired	371276	Direct
2011-03-17	Common Stock	S	63600	$17.69	Disposed	307676	Direct
2011-03-18	Common Stock	M	63709	$11.95	Acquired	371385	Direct
2011-03-18	Common Stock	S	63709	$17.80	Disposed	307676	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-16	Employee Stock Option (Right to Buy)	$11.95	M	63600	Disposed	2011-07-25	Common Stock (63600)	Direct
2011-03-17	Employee Stock Option (Right to Buy)	$11.95	M	63600	Disposed	2011-07-25	Common Stock (63600)	Direct
2011-03-18	Employee Stock Option (Right to Buy)	$11.95	M	63709	Disposed	2011-07-25	Common Stock (63709)	Direct
2011-03-18	Employee Stock Option (Right to Buy)	$17.62	A	250000	Acquired	2021-03-18	Common Stock (250000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19466775	Indirect
Common Stock	1237239	Indirect
Common Stock	52845	Indirect
Common Stock	52845	Indirect

Footnotes

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

F2: Represents weighted average sales price. The shares were sold at prices ranging from $17.31 to $18.31. 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.

F3: Represents weighted average sales price. The shares were sold at prices ranging from $18.32 to $18.34. 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.

F4: Represents weighted average sales price. The shares were sold at prices ranging from $17.22 to $18.00. 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 $17.61 to $18.18. 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: The shares are held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust"), of which the Reporting Person is a trustee.

F7: The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.

F8: Fully vested.

F9: The option shall vest as to 25% of the shares on March 16, 2012 and 6.25% of the shares at the end of each quarterly period thereafter, such that the option shall be fully vested on the four(4) year anniversary of the date of grant.