NVIDIA CORP — Director's Dealing 2016

Mar 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2016-03-16

Reporting Person: Puri Ajay K (EVP, Worldwide Field Ops)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-16	Common Stock	A	20000	—	Acquired	498566	Direct
2016-03-16	Common Stock	A	115000	—	Acquired	613566	Direct
2016-03-16	Common Stock	A	12000	—	Acquired	626725	Direct
2016-03-16	Common Stock	F	32974	$33.10	Disposed	593751	Direct
2016-03-17	Common Stock	M	38592	$10.56	Acquired	632343	Direct
2016-03-17	Common Stock	M	56250	$14.46	Acquired	688593	Direct
2016-03-17	Common Stock	S	94842	$32.9014	Disposed	593751	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-17	Stock Option (Right to Buy)	$10.56	M	38592	Disposed	2020-09-14	Common Stock (38592.0)	Direct
2016-03-17	Stock Option (Right to Buy)	$14.46	M	56250	Disposed	2022-03-20	Common Stock (56250.0)	Direct

Footnotes

F1: The restricted stock unit shall vest as to 25% of the shares on March 15, 2017 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 stretch operating plan 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 29, 2017. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The stretch operating plan number represents 200% of the target compensation plan payout of 57,500 shares. If the pre-established performance goal is achieved, the shares earned will vest as to 25% on March 15, 2017 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 stretch operating plan number of shares that will be earned, if at all, based on the Issuer's relative shareholder return from February 1, 2016 through January 27, 2019. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The stretch operating plan number represents 200% of the target compensation plan payout of 6,000 shares. If a pre-established threshold is achieved, the shares earned will vest as to 100% on March 20, 2019, such that the shares are fully vested on approximately the three (3) year anniversary of the date of grant.

F5: Includes 1,159 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 29, 2016 and 71,650 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: Represents weighted average sales price. The shares were sold at prices ranging from $32.80 to $32.995. 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.

F8: Fully vested.