NVIDIA CORP — Director's Dealing 2011

Jul 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2011-07-07

Reporting Person: COXE TENCH (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-07	Common	M	240000.0000	$14.3250	Acquired	1176483.0000	Direct
2011-07-07	Common	M	75000.0000	$9.0200	Acquired	1251483.0000	Direct
2011-07-07	Common	M	60000.0000	$14.3250	Acquired	1311483.0000	Direct
2011-07-07	Common	M	15000.0000	$9.0200	Acquired	1326483.0000	Direct
2011-07-07	Common	S	162338.0000	$15.6676	Disposed	1164145.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-07	Stock Option (Right to Buy)	$9.0200	M	15000.0000	Disposed	2011-07-31	Common (15000.0000)	Direct
2011-07-07	Stock Option (Right to Buy)	$9.0200	M	75000.0000	Disposed	2011-07-31	Common (75000.0000)	Direct
2011-07-07	Stock Option (Right to Buy):BOD-01 #1	$14.3250	M	240000.0000	Disposed	2011-08-15	Common (240000.0000)	Direct
2011-07-07	Stock Option (Right to Buy):BOD-01 #2	$14.3250	M	60000.0000	Disposed	2011-08-15	Common (60000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	171312.0000	Indirect
Common	321849.0000	Indirect

Footnotes

F1: The reporting person shares pecuniary interest in these shares with other individuals pursuant to a contractual relationship. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in these shares.

F2: The reporting person has no pecuniary interest in the shares sold, per contractual relationship.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.65 to $15.70, inclusive. The reporting person undertakes to provide to nVidia Corporation, any security holder of nVidia Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.

F5: Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the trust.