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: STEVENS MARK A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-24	Common Stock	A	2058	—	Acquired	37382	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1904602	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: Reflects reinstatement of 4,071 shares previously reported as having been transferred to the reporting owner's trust, on the reporting owner's Annual Statement of Changes in Beneficial Ownership on Form 5, filed with the Securities and Exchange Commission (the "SEC") on March 5, 2014, which transfer was not completed.

F3: Reflects additional shares not previously included in the reporting owner's Initial Statement of Beneficial Ownership of Securities on Form 3, filed with the SEC on September 8, 2008.

F4: Held by The 3rd Millennium Trust, of which Mr. Stevens and his wife are co-trustees.