NVIDIA CORP — Director's Dealing 2014

Sep 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2014-09-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-17	Common Stock	F	12686	$19.15	Disposed	1075118	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19742059	Indirect
Common Stock	1237239	Indirect
Common Stock	557000	Indirect
Common Stock	11703	Indirect
Common Stock	11703	Indirect

Footnotes

F1: Represents shares of the Issuer's common stock withheld by the Issuer to satisfy taxes due by the Reporting Person in connection with the vesting of restricted stock units previously reported on a Form 4.

F2: Includes 1,176 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on August 29, 2014 and 24,311 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

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