FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SHANNON DAVID M
  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)
EVP, CAO & Secretary
(Last)
(First)
(Middle)
C/O NVIDIA CORPORATION, 2701 SAN TOMAS EXPRESSWAY
3. Date of Earliest Transaction (Month/Day/Year)
05/16/2016
(Street)

SANTA CLARA, CA 95050
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 05/16/2016   M   47,500 A $10.56 444,329 D  
Common Stock 05/16/2016   M   42,500 A $17.62 486,829 D  
Common Stock 05/16/2016   M   42,500 A $14.465 529,329 D  
Common Stock 05/16/2016   M   50,000 A $14.46 579,329 D  
Common Stock 05/16/2016   M   43,750 A $13.71 623,079 D  
Common Stock 05/16/2016   M   29,850 A $12.62 652,929 D  
Common Stock 05/16/2016   M   24,875 A $16 677,804 D  
Common Stock 05/16/2016   S   271,049 D $42.0739 406,755 D  
Common Stock               110,800 I Shannon Revocable Trust (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $10.56 05/16/2016   M     47,500   (2) 09/14/2020 Common Stock 47,500 $ 0 0 D  
Stock Option (Right to Buy) $17.62 05/16/2016   M     42,500   (2) 03/18/2021 Common Stock 42,500 $ 0 0 D  
Stock Option (Right to Buy) $14.465 05/16/2016   M     42,500   (2) 09/20/2021 Common Stock 42,500 $ 0 0 D  
Stock Option (Right to Buy) $14.46 05/16/2016   M     50,000   (2) 03/20/2022 Common Stock 50,000 $ 0 0 D  
Stock Option (Right to Buy) $13.71 05/16/2016   M     43,750   (3) 09/18/2022 Common Stock 43,750 $ 0 6,250 D  
Stock Option (Right to Buy) $12.62 05/16/2016   M     29,850   (4) 03/19/2023 Common Stock 29,850 $ 0 9,950 D  
Stock Option (Right to Buy) $16 05/16/2016   M     24,875   (5) 09/17/2023 Common Stock 24,875 $ 0 14,925 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SHANNON DAVID M
C/O NVIDIA CORPORATION
2701 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95050
      EVP, CAO & Secretary  

Signatures

 /s/ Rebecca Peters, Attorney-in-Fact for David M. Shannon   05/17/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The shares are held by the Shannon Revocable Trust, dated 9/24/1997, of which the Reporting Person is co-trustee.
(2) Fully vested.
(3) The option vested as to 25% of the shares on September 19, 2013 and 6.25% of the shares at the end of each quarterly period thereafter, such that the option is fully vested on the four (4) year anniversary of the date of grant.
(4) The option vested as to 25% of the shares on March 20, 2014 and 6.25% of the shares at the end of each quarterly period thereafter, such that the option is fully vested on the four (4) year anniversary of the date of grant.
(5) The option vested as to 25% of the shares on September 18, 2014 and 6.25% of the shares at the end of each quarterly period thereafter, such that the option is fully vested on the four (4) year anniversary of the date of grant.

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