NVIDIA CORP — Director's Dealing 2018

Mar 12, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NVIDIA CORP (NVDA)
CIK: 0001045810
Period of Report: 2018-03-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-08	Common Stock	A	46500	—	Acquired	1608672	Direct
2018-03-08	Common Stock	A	23100	—	Acquired	1631829	Direct
2017-12-20	Common Stock	G	26730	—	Disposed	15928594	Indirect

Holdings (Non-Derivative)

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

Footnotes

F1: Represents the number of shares that will be earned, if at all, based on the achievement of a pre-established stretch operating plan performance goal during the Issuer's fiscal year ending January 27, 2019. This number represents 150% of the target award opportunity of 31,000 shares. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. If a pre-established performance threshold is achieved, the shares earned will vest as to 25% on March 20, 2019 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 number of shares that will be earned, if at all, based on the achievement of Issuer's relative shareholder return from January 29, 2018 through January 31, 2021 at the stretch operating plan performance goal. This number represents 150% of the target award opportunity of 15,400 shares. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. If a pre-established threshold is achieved, the shares earned will vest as to 100% on March 17, 2021, such that the shares are fully vested on approximately the three (3) year anniversary of the date of grant.

F4: Includes 57 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 28, 2018.

F5: Gift without consideration.

F6: 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.

F7: The shares are held by J. and L. Huang Investments, L.P., of which the Trust is the general partner.

F8: The shares are held by The Huang 2012 Irrevocable Trust, of which the Reporting Person is a trustee.