NVIDIA CORP — Director's Dealing 2012

May 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2012-05-18

Reporting Person: STEVENS MARK A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-18	Common Stock	A	8140	$0.00	Acquired	8140	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-18	Director Stock Option (Right to Buy)	$12.08	A	23634	Acquired	2022-05-17	Common Stock (23634)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2045866	Indirect

Footnotes

F1: Annual grant in connection with service on the Board of Directors. The shares represent restricted stock units that were received as an award, for no consideration. The restricted stock units shall vest as to 50% of the shares on November 21, 2012 and 50% of the shares on May 15, 2013. If the Reporting Person's service as a director terminates at any time due to death, the grant shall immediately become fully vested.

F2: Held by The 3rd Millennium Trust, of which Mr. Stevens and his wife are co-trustees.

F3: Annual grant in connection with service on the Board of Directors. The grant shall vest quarterly over one year, commencing on May 18, 2012. 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.