NVIDIA CORP — Director's Dealing 2011

May 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: STEVENS MARK A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-19	Director Stock Option (Right to Buy)	$17.78	A	35000	Acquired	2021-05-18	Common Stock (35000)	Direct

Footnotes

F1: Annual 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.