NVIDIA CORP — Director's Dealing 2017

Jun 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2017-06-21

Reporting Person: JONES HARVEY C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-28	Common Stock	G	65520	—	Disposed	0	Indirect
2017-03-28	Common Stock	G	65520	—	Acquired	65520	Indirect
2017-06-21	Common Stock	S	36500	$159.47	Disposed	720470	Indirect
2017-06-22	Common Stock	S	43500	$159.2627	Disposed	676970	Indirect
2017-06-22	Common Stock	S	65520	$159.2627	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30762	Direct

Footnotes

F1: Prior to the transfer on March 28, 2017, the shares were held in trust as follows: 21,840 by the Trust FBO Gregory Charles Jones U/A 12/20/1991, 21,840 by the Trust FBO Carolyn Ellis Jones U/A 06/15/1990 and 21,840 by the Trust FBO Harvey Cooper Jones U/A 06/15/1990. 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.

F2: After the transfer on March 28, 2017, the shares were held in trust as follows: 21,840 by the Gregory Charles Jones Legacy Trust U/A Dtd 09/15/2016, 21,840 by the Carolyn Ellis Jones Legacy Trust U/A Dtd 07/22/2016 and 21,840 by the Harvey Cooper Jones III Legacy Trust U/A Dtd 09/15/2016. 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.

F3: The Reporting Person contributed shares of the common stock of NVIDIA Corporation (the "Common Stock") to an exchange fund in exchange for shares of the exchange fund. The Common Stock was valued at $159.47 per share for the purpose of determining the number of shares of the exchange fund issuable to the Reporting Person.

F4: Shares are held by H.C. Jones Living Trust, of which the Reporting Person is the trustee.

F5: The Reporting Person contributed shares of Common Stock to an exchange fund in exchange for shares of the exchange fund. The Common Stock was valued at $159.262689 per share for the purpose of determining the number of shares of the exchange fund issuable to the Reporting Person.

F6: Prior to the exchange on June 22, 2017, the shares were held in trust as follows: 21,840 by the Gregory Charles Jones Legacy Trust U/A Dtd 09/15/2016, 21,840 by the Carolyn Ellis Jones Legacy Trust U/A Dtd 07/22/2016 and 21,840 by the Harvey Cooper Jones III Legacy Trust U/A Dtd 09/15/2016. 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.