NVIDIA CORP — Director's Dealing 2017

Mar 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2017-03-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-08	Common Stock	A	101250	—	Acquired	1811456	Direct
2017-03-08	Common Stock	A	50250	—	Acquired	1861706	Direct
2017-03-09	Common Stock	M	41670	$18.10	Acquired	1903376	Direct
2017-03-09	Common Stock	S	26599	$98.01	Disposed	1876777	Direct
2017-03-09	Common Stock	S	15071	$98.82	Disposed	1861706	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-09	Employee Stock Option (Right to Buy)	$18.1	M	41670	Disposed	2017-03-16	Common (41670.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15945917	Indirect
Common Stock	1237239	Indirect
Common Stock	557000	Indirect
Common Stock	769705	Indirect
Common Stock	769705	Indirect
Common Stock	769705	Indirect
Common Stock	769705	Indirect

Footnotes

F1: 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 28, 2018. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The stretch operating plan number represents 150% of the target compensation plan payout of 67,500 shares. If the pre-established performance goal is achieved, the shares earned will vest as to 25% on March 21, 2018 and as to 6.25% of the shares every three 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 Issuer's relative shareholder return from January 30, 2017 through January 26, 2020. 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 33,500 shares. If a pre-established threshold is achieved, the shares earned will vest as to 100% on March 18, 2020, such that the shares are fully vested on approximately the three (3) year anniversary of the date of grant.

F4: This transaction was pursuant to a 10b5-1 Plan.

F5: Represents weighted average sales price. The shares were sold at prices ranging from $97.50 to $98.49. 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.

F6: Represents weighted average sales price. The shares were sold at prices ranging from $98.50 to $99.36. 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.

F7: 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.

F8: The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.

F9: The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.

F10: Fully vested.