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: Byron Michael (Principal Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-19	Common Stock	A	5950	—	Acquired	33638	Direct
2014-03-19	Common Stock	A	60000	—	Acquired	94678	Direct
2014-03-19	Common Stock	F	1964	$18.56	Disposed	92714	Direct

Footnotes

F1: The restricted stock unit shall vest as to 25% of the shares on March 18, 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: The shares represent restricted stock units that were received as an award, for no consideration.

F3: 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 200% of the target payout of 30,000 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.

F4: Includes 1,040 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 28, 2014 and 5,125 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

F5: 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.