NVIDIA CORP — Director's Dealing 2016

Jun 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2016-05-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-10	Common Stock	M	40000	$15.94	Acquired	1817279	Direct
2016-06-10	Common Stock	S	40000	$46.4929	Disposed	1777279	Direct
2016-05-20	Common Stock	G	46115	—	Disposed	16097585	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-10	Employee Stock Option (Right to Buy)	$15.94	M	40000	Disposed	2016-09-15	Common (40000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1237239	Indirect
Common Stock	557000	Indirect
Common Stock	769705	Indirect
Common Stock	769705	Indirect
Common Stock	769705	Indirect
Common Stock	769705	Indirect

Footnotes

F1: This transaction was pursuant to a 10b5-1 Plan.

F2: Represents weighted average sales price. The shares were sold at prices ranging from $46.14 to $47.17. 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.

F3: 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.

F4: The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.

F5: The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.

F6: Fully vested.