NVIDIA CORP — Director's Dealing 2013

Mar 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2013-03-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-20	Common Stock	A	300000	—	Acquired	608431	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-20	Employee Stock Option (Right to Buy)	$12.62	A	237500	Acquired	2023-03-19	Common Stock (237500.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19659091	Indirect
Common Stock	1237239	Indirect
Common Stock	584000	Indirect
Common Stock	39687	Indirect
Common Stock	39687	Indirect

Footnotes

F1: Represents the maximum number of shares that will be earned, if at all, based on the achievement of a pre-established performance goal during the Issuer's fiscal year ending January 26, 2014. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The maximum number represents 167% of the target payout of 180,000 shares. If the pre-established performance goal is achieved, the shares earned will vest as to 25% on March 19, 2014 and as to 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: The shares represent restricted stock units that were received as an award, for no consideration.

F3: Includes 755 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 28, 2013.

F4: 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.

F5: The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.

F6: The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.

F7: The option shall vest as to 25% of the shares on March 20, 2014 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.