NVIDIA CORP — Director's Dealing 2012

Mar 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2012-02-28

Reporting Person: HUANG JEN HSUN (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-28	Common Stock	M	225000	$8.473	Acquired	907676	Direct
2012-02-28	Common Stock	M	150000	$10.00	Acquired	1057676	Direct
2012-02-21	Common Stock	G	375000	$0.00	Disposed	682676	Direct
2012-02-21	Common Stock	G	375000	$0.00	Acquired	19852489	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-28	Employee Stock Option (Right to Buy)	$8.473	M	225000	Disposed	2012-05-16	Common Stock (225000)	Direct
2012-02-28	Employee Stock Option (Right to Buy)	$10.00	M	150000	Disposed	2012-05-16	Common Stock (150000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1237239	Indirect
Common Stock	47488	Indirect
Common Stock	47488	Indirect

Footnotes

F1: The shares are held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust"), of which the Reporting Person is a trustee.

F2: The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.

F3: Fully vested.