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: Kress Colette (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-19	Common	A	26000	—	Acquired	246000	Direct
2014-03-19	Common	A	155000	—	Acquired	401000	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 77,500 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.