NVIDIA CORP — Director's Dealing 2013

Jan 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2012-12-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-28	Common Stock	J	584000	$0.00	Disposed	19659091	Indirect
2012-12-28	Common Stock	J	584000	$0.00	Acquired	584000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	307676	Direct
Common Stock	1237239	Indirect
Common Stock	39687	Indirect
Common Stock	39687	Indirect

Footnotes

F1: On December 28, 2012, The Huang 2012 Irrevocable Trust (the "Irrevocable Trust") exchanged cash and debt securities with an aggregate value of $7,101,440.00 for 584,000 shares of the Company's Common Stock held by the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust"). The value of the shares of the Company's Common Stock was the average of the high and low trading price ($12.16) as reported on the NASDAQ Global Select Market on December 28, 2012.

F2: The shares are held by the Trust, of which the Reporting Person is a trustee.

F3: The shares are held by the Irrevocable 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.