NVIDIA CORP — Director's Dealing 2016

May 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2016-05-11

Reporting Person: COXE TENCH (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-11	Common	M	40000.0000	$12.4600	Acquired	98283.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-11	Stock Option (Right to Buy)	$12.4600	M	40000.0000	Disposed	2016-05-19	Common (40000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	171312.0000	Indirect
Common	1335421.0000	Indirect

Footnotes

F1: Includes 10,283 shares issuable upon the vesting of restricted stock units previously awarded to the reporting person for service on the Issuer's board of directors. In prior Section 16 reports, these shares were reported as "restricted stock units."

F2: The reporting person shares pecuniary interest in these shares with other individuals 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.

F3: Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.

F4: Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the trust.