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: SHANNON DAVID M (EVP, CAO & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-18	Common Stock	A	11250	—	Acquired	256410	Direct
2015-03-18	Common Stock	A	100000	—	Acquired	356410	Direct
2015-03-18	Common Stock	A	8000	—	Acquired	366376	Direct
2015-03-18	Common Stock	F	22700	$22.87	Disposed	343676	Direct
2015-03-18	Common Stock	M	5000	$15.94	Acquired	348676	Direct
2015-03-18	Common Stock	S	5000	$23.063	Disposed	343676	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-18	Stock Option (Right to Buy)	$15.94	M	5000	Disposed	2015-09-15	Common Stock (5000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	110800	Indirect

Footnotes

F1: The restricted stock unit shall vest as to 25% of the shares on March 16, 2016 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 31, 2016. 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 50,000 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.

F4: 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 200% of the target payout of 4,000 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.

F5: Includes 1,966 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 27, 2015 and 44,475 shares issued upon the vesting of restricted stock units previously reported on a Form 4.

F6: 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.

F7: This transaction was pursuant to a 10b5-1 Plan.

F8: Represents weighted average sales price. The shares were sold at prices ranging from $22.70 to $23.36. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F9: The shares are held by the Shannon Revocable Trust, dated 9/24/1997, of which the Reporting Person is co-trustee.

F10: Fully vested.