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: Burns Karen (Interim CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-21	Common Stock	A	5000	$0.00	Acquired	39669	Direct
2012-03-21	Common Stock	F	1072	$14.46	Disposed	38597	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	15000	Acquired	2022-03-20	Common Stock (15000)	Direct

Footnotes

F1: 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.

F2: Includes 1,616 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 29, 2012 and 2,634 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

F3: Represents shares of the Issuer's common stock withheld by the Issuer to satisfy taxes due by the Reporting Person in connection with 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.