NVIDIA CORP — Director's Dealing 2014

Mar 11, 2014

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2014-01-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-26	Common Stock	J	27984	—	Disposed	11703	Indirect
2013-12-26	Common Stock	J	27984	—	Disposed	11703	Indirect
2013-12-26	Common Stock	J	55968	—	Acquired	19715059	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	609609	Direct
Common Stock	1237239	Indirect
Common Stock	584000	Indirect

Footnotes

F1: On December 26, 2013, the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 transferred cash with an aggregate value of $883,175.00 for (a) 27,984 shares of the Company's Common Stock held by the Jen-Hsun Huang 2009 Annuity Trust and (b) 27,984 shares of the Company's Common Stock held by the Lori Lynn Huang 2009 Annuity Trust. The value of the shares of the Company's Common Stock was the average of the high and low trading price ($15.78) as reported on the NASDAQ Global Select Market on December 26, 2013.

F2: 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.

F3: The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.

F4: The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.