NVIDIA CORP — Director's Dealing 2011

Jul 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2011-07-21

Reporting Person: JONES HARVEY C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-21	Common Stock	M	150000	$14.33	Acquired	150000	Direct
2011-07-21	Common Stock	S	150000	$14.38	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-21	Director Stock Option (Right to Buy)	$14.33	M	150000	Disposed	2011-08-15	Common Stock (150000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	750000	Indirect
Common Stock	71760	Indirect
Common Stock	11700	Indirect

Footnotes

F1: Represents weighted average sales price. The shares were sold at prices ranging from $14.38 to $14.40. 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.

F2: Shares are held by H.C. Jones Living Trust, of which the Reporting Person is the trustee.

F3: The Reporting Person is a general partner of ACK Family Partners, L.P. (the "Partnership"). The Reporting Person may be deemed to beneficially own the shares currently held by the Partnership. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

F4: The shares are held in trust as follows: 3,900 by the Gregory C. Jones Trust, 3,900 by the Carolyn E. Jones Trust and 3,900 by Harvey C. Jones III Trust. The Reporting Person is co-trustee of each of the trusts. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

F5: Fully vested.