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: Puri Ajay K (EVP, Worldwide Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-16	Common Stock	A	12500	$0.00	Acquired	89811	Direct
2011-03-16	Common Stock	F	2911	$17.53	Disposed	86900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-16	Stock Option (Right to Buy)	$17.53	A	42500	Acquired	2021-03-16	Common Stock (42500)	Direct

Footnotes

F1: The shares represent restricted stock units that were received as an award, for no consideration. The restricted stock unit shall vest as to 25% of the shares on March 21, 2012 and 12.5% of the shares every six months thereafter, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant.

F2: Includes 3,000 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 28, 2011 and 4,794 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

F3: Represents shares of the Issuer's common stock withheld by the Issuer to satisfy taxes due by the Reporting Person in connection with the vesting of restricted stock units previously reported on a Form 4.

F4: 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 is fully vested on the four (4) year anniversary of the date of grant.