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: GAITHER JAMES C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-18	Stock Option (Right to Buy)	$12.0800	A	47269.0000	Acquired	2022-05-17	Common (47269.0000)	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 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.