SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VIVOLI DANIEL

(Last)

(First)

(Middle)

NVIDIA CORPORATION

2701 SAN TOMAS EXPRESSWAY

(Street)

SANTA CLARA

95050

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NVIDIA CORP [ NVDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Marketing

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/16/2005		M		12,000	A	$14.969	12,000	D
Common Stock	05/16/2005		S⁽⁵⁾		12,000	D	$25.1224	0	D
Common Stock	05/16/2005		M		2,700	A	$5.875	2,700	D
Common Stock	05/16/2005		S⁽⁵⁾		16,000	D	$25.1224	164,164⁽³⁾	I	By Daniel F. Vivoli Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to buy)	$14.969	05/16/2005		M			12,000	⁽¹⁾	05/16/2011	Common Stock	12,000	$0	88,000	D
Employee Stock Option (Right to buy)	$5.875	05/16/2005		M			2,700	⁽²⁾	10/31/2009	Common Stock	2,700	$0	8,600	D
Employee Stock Option (Right to buy)	$25.42	05/17/2005		A		70,000		⁽⁴⁾	05/17/2011	Common Stock	70,000	$0	70,000	D

Explanation of Responses:

1. An option to purchase 100,000 shares was granted on January 3, 2001 at an exercise price of $14.969 per share. Vesting began on January 31, 2001 and continued in quarterly equal installments over four years, fully vests on January 3, 2005.

2. An option to purchase 60,000 shares was granted on November 1, 1999 at an exercise price of $5.875 per share. Vesting began on January 1, 2002 and continued in quarterly equal installments over two years, fully vests on January 1, 2004.

3. Includes 1,969 shares acquired under the NVIDIA 1998 Employee Stock Purchase Plan (Section 423) in Febuary 2005. These shares previously held directly by the Reporting Person were transferred into the Daniel F. Vivoli Trust (the "Trust") and are now owned by him indirectly through the Trust. This transfer did not constitute a change in beneficial ownership.

4. An option to purchase 70,000 shares at an exercise price of $25.42 was granted on May 17, 2005. Vesting quarterly over three years with a two year cliff, fully vests on May 17, 2008.

5. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in March 2005.

Remarks:

	Christine Lillquist, Attorney-in-fact	05/18/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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