NVIDIA CORP — Director's Dealing 2012

May 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2012-05-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-07	Common Stock	M	164267	$12.39	Acquired	471943	Direct
2012-05-07	Common Stock	S	164267	$12.47	Disposed	307676	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-07	Employee Stock Option (Right to Buy)	$12.39	M	164267	Disposed	2012-05-14	Common Stock (164267)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20243091	Indirect
Common Stock	1237239	Indirect
Common Stock	39687	Indirect
Common Stock	39687	Indirect

Footnotes

F1: This transaction was pursuant to a 10b5-1 Plan.

F2: Represents weighted average sales price. The shares were sold at prices ranging from $12.44 to $12.53. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: 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.

F4: The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.

F5: Fully vested.