NVIDIA CORP — Director's Dealing 2017

May 26, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2017-05-24

Reporting Person: COXE TENCH (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-24	Common	A	2058.0000	$0.0000	Acquired	8271.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	171312.0000	Indirect
Common	1185421.0000	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 15, 2017 and 50% of the shares on May 16, 2018. If the reporting person's service as a director terminates at any time due to death, the grant shall immediately become fully vested.

F2: The reporting person shares pecuniary interest in these shares with other individuals pursuant to a contractual relationship. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in these shares.

F3: Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.

F4: Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the trust.