NVIDIA CORP — Director's Dealing 2014

May 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2014-05-27

Reporting Person: COXE TENCH (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-27	Stock Option (Right to Buy)	$18.8200	A	39065.0000	Acquired	2024-05-26	Common (39065.0000)	Direct

Footnotes

F1: Annual grant in connection with service on the Board of Directors. The grant shall vest quarterly over one year, commencing on May 23, 2014. If the Reporting Person's service as a director terminates at any time due to death, the grant shall immediately become fully vested and exercisable.

F2: The reporting person shares pecuniary interest in these shares with other entities pursuant to a contractual relationship. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in these shares.