NVIDIA CORP — Director's Dealing 2014

Mar 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2014-03-03

Reporting Person: SHANNON DAVID M (EVP, CAO & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-03	Common Stock	M	60268	$17.66	Acquired	175369	Direct
2014-03-03	Common Stock	G	60268	—	Disposed	115101	Direct
2014-03-03	Common Stock	G	60268	—	Acquired	171068	Indirect
2014-03-03	Common Stock	S	60268	$18.0598	Disposed	110800	Indirect
2014-03-04	Common Stock	M	2446	$10	Acquired	117547	Direct
2014-03-04	Common Stock	G	2446	—	Disposed	115101	Direct
2014-03-04	Common Stock	G	2446	—	Acquired	113246	Indirect
2014-03-04	Common Stock	S	2446	$18.4756	Disposed	110800	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-03	Stock Option (Right to Buy)	$17.66	M	60268	Disposed	2014-03-18	Common Stock (60268.0)	Direct
2014-03-04	Stock Option (Right to Buy)	$10.0	M	2446	Disposed	2014-09-16	Common Stock (2446.0)	Direct

Footnotes

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

F2: The shares are held by the Shannon Revocable Trust, dated 9/24/1997, of which the Reporting Person is co-trustee.

F3: Represents weighted average sales price. The shares were sold at prices ranging from $18.41 to $18.53. 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.

F4: Fully vested.