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NVIDIA CORP Director's Dealing 2016

May 17, 2016

29733_dirs_2016-05-17_31bda30c-8684-47ab-9d75-af0e8519fde9.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: 2016-05-16

Reporting Person: SHANNON DAVID M (EVP, CAO & Secretary)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-05-16 Common Stock M 47500 $10.56 Acquired 444329 Direct
2016-05-16 Common Stock M 42500 $17.62 Acquired 486829 Direct
2016-05-16 Common Stock M 42500 $14.465 Acquired 529329 Direct
2016-05-16 Common Stock M 50000 $14.46 Acquired 579329 Direct
2016-05-16 Common Stock M 43750 $13.71 Acquired 623079 Direct
2016-05-16 Common Stock M 29850 $12.62 Acquired 652929 Direct
2016-05-16 Common Stock M 24875 $16 Acquired 677804 Direct
2016-05-16 Common Stock S 271049 $42.0739 Disposed 406755 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-05-16 Stock Option (Right to Buy) $10.56 M 47500 Disposed 2020-09-14 Common Stock (47500.0) Direct
2016-05-16 Stock Option (Right to Buy) $17.62 M 42500 Disposed 2021-03-18 Common Stock (42500.0) Direct
2016-05-16 Stock Option (Right to Buy) $14.465 M 42500 Disposed 2021-09-20 Common Stock (42500.0) Direct
2016-05-16 Stock Option (Right to Buy) $14.46 M 50000 Disposed 2022-03-20 Common Stock (50000.0) Direct
2016-05-16 Stock Option (Right to Buy) $13.71 M 43750 Disposed 2022-09-18 Common Stock (43750.0) Direct
2016-05-16 Stock Option (Right to Buy) $12.62 M 29850 Disposed 2023-03-19 Common Stock (29850.0) Direct
2016-05-16 Stock Option (Right to Buy) $16.0 M 24875 Disposed 2023-09-17 Common Stock (24875.0) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 110800 Indirect

Footnotes

F1: The shares are held by the Shannon Revocable Trust, dated 9/24/1997, of which the Reporting Person is co-trustee.

F2: Fully vested.

F3: The option vested as to 25% of the shares on September 19, 2013 and 6.25% of the shares at the end of each quarterly period thereafter, such that the option is fully vested on the four (4) year anniversary of the date of grant.

F4: The option vested as to 25% of the shares on March 20, 2014 and 6.25% of the shares at the end of each quarterly period thereafter, such that the option is fully vested on the four (4) year anniversary of the date of grant.

F5: The option vested as to 25% of the shares on September 18, 2014 and 6.25% of the shares at the end of each quarterly period thereafter, such that the option is fully vested on the four (4) year anniversary of the date of grant.