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: SHANNON DAVID M (EVP, CAO & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-16	Common Stock	A	7700	—	Acquired	346948	Direct
2016-03-16	Common Stock	A	69000	—	Acquired	415948	Direct
2016-03-16	Common Stock	A	5600	—	Acquired	422707	Direct
2016-03-16	Common Stock	F	25878	$33.10	Disposed	396829	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	110800	Indirect

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 34,500 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 2,800 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 54,662 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: The shares are held by the Shannon Revocable Trust, dated 9/24/1997, of which the Reporting Person is co-trustee.