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NVIDIA CORP Director's Dealing 2016

Oct 4, 2016

29733_dirs_2016-10-04_9a0d1bc7-7af3-4b1c-b457-f63eb84b9c44.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2016-09-30

Reporting Person: COXE TENCH (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-09-30 Common M 85551.0000 $14.6300 Acquired 102047.0000 Direct
2016-09-30 Common S 85551.0000 $68.7545 Disposed 16496.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-09-30 Stock Option (Right to Buy) $14.6300 M 85551.0000 Disposed 2023-05-15 Common (85551.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 171312.0000 Indirect
Common 1335421.0000 Indirect

Footnotes

F1: 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.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $68.65 to $68.87, inclusive. The reporting person undertakes to provide to NVIDIA Corporation, and any security holder of NVIDIA Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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.

F5: Annual grant in connection with service on the board of directors. The grant shall vest quarterly over one year, commencing on May 16, 2013. 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.