NVIDIA CORP — Director's Dealing 2015

Mar 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2015-03-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-18	Common Stock	A	330000	—	Acquired	1405118	Direct
2015-03-18	Common Stock	A	165000	—	Acquired	1571044	Direct
2015-03-18	Common Stock	F	84573	$22.87	Disposed	1486471	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19512685	Indirect
Common Stock	1237239	Indirect
Common Stock	557000	Indirect

Footnotes

F1: 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 31, 2016. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The maximum number represents 150% of the target payout of 220,000 shares. If the pre-established performance goal is achieved, the shares earned will vest as to 25% on March 16, 2016 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.

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 Issuer's relative shareholder return from January 26, 2015 through January 28, 2018. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The maximum number represents 150% of the target payout of 110,000 shares. If a pre-established threshold is achieved, the shares earned will vest as to 100% on March 21, 2018, such that the shares are fully vested on approximately the three (3) year anniversary of the date of grant.

F4: Includes 926 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 27, 2015 and 174,312 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.

F6: 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.

F7: The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.

F8: The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.