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^*

GAITHER JAMES C

(Last)

(First)

(Middle)

755 PAGE MILL ROAD, SUITE A-200

(Street)

PALO ALTO

943041005

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2005

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	09/02/2005		M		31,250	A	$1.75	90,385	D
Common	09/02/2005		M		20,000	A	$4.0938⁽¹⁾	110,385	D⁽²⁾
Common	09/02/2005		M		40,000	A	$11.07	150,385	D
Common	09/02/2005		S		31,250	D	$30.4304	119,135	D
Common	09/02/2005		S		20,000	D	$30.4304	99,135	D⁽²⁾
Common	09/02/2005		S		40,000	D	$30.4304	59,135	D

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)
Stock Option (Right to Buy)	$1.75	09/02/2005		M			31,250	12/31/1999	12/31/2008	Common	31,250	$0	0.00	D
Stock Option (Right to Buy)	$4.0938⁽¹⁾	09/02/2005		M			20,000	06/18/2000	06/18/2009	Common	20,000	$0	0.00	D⁽²⁾
Stock Option (Right to Buy)	$11.07	09/02/2005		M			40,000	⁽³⁾	07/31/2012	Common	40,000	$0	35,000	D

Explanation of Responses:

1. Rounded. Actual price is $4.09375 per share.

2. The reporting person shares pecuniary interest in these shares with other entities 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.

3. Grant in connection with service on Board of Directors. If the reporting person has attended at least 75% of the Board meetings in the year following the date of the grant, the grant shall vest 33% one year after the grant date with the remaining shares vesting quarterly over the following two years, being fully vested in 2005. If the reporting person has attended fewer than 75% of the Board meetings in the year following the date of the grant, the grant shall vest 10% per year for the first three years after the grant with the remaining 70% vesting on the fourth anniversary of the grant date.

Remarks:

	By: Robert Yin, by power of attorney	09/07/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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