NVIDIA CORP — Director's Dealing 2017

Sep 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2017-09-06

Reporting Person: HUANG JEN HSUN (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-06	Common Stock	S	110000	$166.0833	Disposed	1641422	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16072217	Indirect
Common Stock	1237239	Indirect
Common Stock	557000	Indirect
Common Stock	714855	Indirect
Common Stock	714855	Indirect
Common Stock	761405	Indirect
Common Stock	761405	Indirect

Footnotes

F1: Represents weighted average sales price. The shares were sold at prices ranging from $166.62 to $166.75. 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.

F2: Includes 243 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on August 31, 2017.

F3: On May 12, 2017, 54,850 shares of the Issuer's Common Stock held by The Jen-Hsun Huang 2016 Annuity Trust I Agreement, 54,850 shares of the Issuer's Common Stock held by The Lori Lynn Huang 2016 Annuity Trust I Agreement, 8,300 shares of the Issuer's Common Stock held by The Jen-Hsun Huang 2016 Annuity Trust II Agreement, and 8,300 shares of the Issuer's Common Stock held by The Lori Lynn Huang 2016 Annuity Trust II Agreement were transferred to the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 to satisfy annuity payments.

F4: The shares are held by Jen-Hsun Huang and Lori Huang, as co-trustees of the Jen-Hsun & Lori Huang Living Trust, u/a/d May 1, 1995 (the "Trust"), of which the Reporting Person is a trustee.

F5: The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.

F6: The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.

F7: On May 12, 2017, 54,850 shares of the Issuer's Common Stock held by The Jen-Hsun Huang 2016 Annuity Trust I Agreement were transferred to the Trust to satisfy annuity payments.

F8: On May 12, 2017, 54,850 shares of the Issuer's Common Stock held by The Lori Lynn Huang 2016 Annuity Trust I Agreement were transferred to the Trust to satisfy annuity payments.

F9: On May 12, 2017, 8,300 shares of the Issuer's Common Stock held by The Jen-Hsun Huang 2016 Annuity Trust II Agreement were transferred to the Trust to satisfy annuity payments.

F10: On May 12, 2017, 8,300 shares of the Issuer's Common Stock held by The Lori Lynn Huang 2016 Annuity Trust II Agreement were transferred to the Trust to satisfy annuity payments.