NVIDIA CORP — Director's Dealing 2016

May 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2016-05-19

Reporting Person: JONES HARVEY C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-19	Common Stock	A	6213	—	Acquired	28704	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	758970	Indirect
Common Stock	65520	Indirect

Footnotes

F1: Annual grant in connection with service on the Board of Directors. The shares represent restricted stock units that were received as an award, for no consideration. The restricted stock units shall vest as to 50% of the shares on November 16, 2016 and 50% of the shares on May 17, 2017. If the Reporting Person's service as a director terminates at any time due to death, the grant shall immediately become fully vested.

F2: Shares are held by H.C. Jones Living Trust, of which the Reporting Person is the trustee.

F3: The shares are held in trust as follows: 21,840 by the Gregory C. Jones Trust, 21,840 by the Carolyn E. Jones Trust and 21,840 by Harvey C. Jones III Trust. The Reporting Person is co-trustee of each of the trusts. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.