NVIDIA CORP — Director's Dealing 2012

Mar 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2012-03-21

Reporting Person: SHANNON DAVID M (EVP, Gen. Counsel, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-28	Common Stock	G	43920	$0.00	Disposed	59255	Direct
2012-02-28	Common Stock	G	43920	$0.00	Acquired	110800	Indirect
2012-03-21	Common Stock	A	12500	$0.00	Acquired	73637	Direct
2012-03-21	Common Stock	F	6165	$14.46	Disposed	67472	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-21	Stock Option (Right to Buy)	$14.46	A	50000	Acquired	2022-03-20	Common Stock (50000)	Direct

Footnotes

F1: The shares are held by the Shannon Revocable Trust, dated 9/24/1997, of which the Reporting Person is co-trustee.

F2: 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 20, 2013 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.

F3: Includes 1,882 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 29, 2012 and 16,617 shares issued upon 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 21, 2013 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.