NVIDIA CORP — Director's Dealing 2014

Mar 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2014-03-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-19	Common Stock	A	600000	—	Acquired	1104890	Direct
2014-03-19	Common Stock	F	18262	$18.56	Disposed	1086628	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19715059	Indirect
Common Stock	1237239	Indirect
Common Stock	584000	Indirect
Common Stock	11703	Indirect
Common Stock	11703	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 25, 2015. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The maximum number represents 150% of the target payout of 400,000 shares. If the pre-established performance goal is achieved, the shares earned will vest as to 25% on March 18, 2015 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 790 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 28, 2014 and 48,622 shares issued upon the vesting of restricted stock units previously reported on a Form 4. Also includes the cancellation of 105,509 shares underlying restricted stock units previously reported on a Form 4 that were not earned due to maximum performance metric not being met.

F4: 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.

F5: 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.

F6: The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.

F7: The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.