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: 2011-07-06

Reporting Person: GAITHER JAMES C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-06	Common	M	140000.0000	$14.3250	Acquired	140000.0000	Direct
2011-07-06	Common	S	140000.0000	$15.7032	Disposed	0.0000	Direct
2011-07-07	Common	M	100000.0000	$14.3250	Acquired	100000.0000	Direct
2011-07-07	Common	M	75000.0000	$9.0200	Acquired	175000.0000	Direct
2011-07-07	Common	S	175000.0000	$15.6453	Disposed	0.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-06	Stock Option (Right to Buy)	$14.3250	M	140000.0000	Disposed	2011-08-15	Common (140000.0000)	Direct
2011-07-07	Stock Option (Right to Buy)	$14.3250	M	100000.0000	Disposed	2011-08-15	Common (100000.0000)	Direct
2011-07-07	Stock Option (Right to Buy)	$9.0200	M	75000.0000	Disposed	2011-07-31	Common (75000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	157404.0000	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.610593 to $15.7502, 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.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.491 to $15.81, inclusive.

F3: Shares held by a trust of which the reporting person is the trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the trust.