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NVIDIA CORP Director's Dealing 2011

May 23, 2011

29733_dirs_2011-05-23_c9c20bd3-ae98-4012-b529-67a308889b31.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2011-05-19

Reporting Person: COXE TENCH (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-05-19 Stock Option (Right to Buy) $17.7800 A 35000.0000 Acquired 2017-05-18 Common (35000.0000) Direct

Footnotes

F1: Automatic grant in connection with service on the Board of Directors. The grant shall vest quarterly over one year, commencing on May 19, 2011. If the Reporting Person's service as a director terminates at any time due to death, the grant shall immediately become fully vested and exercisable.

F2: 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.