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: SHANNON DAVID M (EVP, CAO & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-17	Common Stock	A	13000	—	Acquired	253917	Direct
2014-09-17	Common Stock	F	8757	$19.15	Disposed	245160	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	110800	Indirect

Footnotes

F1: The shares represent restricted stock units that were received as an award, for no consideration. The restricted stock unit shall vest as to 25% of the shares on September 16, 2015 and 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: Includes 16,775 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

F3: 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.

F4: The shares are held by the Shannon Revocable Trust, dated 9/24/1997, of which the Reporting Person is co-trustee.