NVIDIA CORP — Director's Dealing 2014

May 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2014-05-27

Reporting Person: PERRY MARK L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-27	Common Stock	A	12208	—	Acquired	45796	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50000	Indirect

Footnotes

F1: Annual grant in connection with service on the Board of Directors. The shares represent restricted stock units that were received as an award, for no consideration. The restricted stock units shall vest as to 50% of the shares on November 19, 2014 and 50% of the shares on May 20, 2015. If the Reporting Person's service as a director terminates at any time due to death, the grant shall immediately become fully vested.

F2: Held by The Perry & Pena Family Trust, of which Mr. Perry and his wife are co-trustees