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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* JONES HARVEY C (Last) (First) (Middle) C/O NVIDIA CORPORATION 2701 SAN TOMAS EXPRESSWAY (Street) SANTA CLARA CA 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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/27/2009
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/27/2009		J(1)		439,826	D	$0.00(1)	0	I	Jones Living Trust(2)
Common Stock	03/27/2009		J(1)		524,715	D	$0.00(1)	964,542	D
Common Stock	03/27/2009		G(3)		964,542	D	$0.00	0	D
Common Stock	03/27/2009		G		964,542	A	$0.00	964,542	I	H.C. Jones Living Trust(4)
Common Stock								71,760	I	ACK Family Partners, L.P.(5)
Common Stock								11,700	I	By Childrens' Trusts(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Director Stock Option (Right to Buy)	$14.33	03/27/2009		J(1)			120,000	(7)	08/15/2011	Common Stock	120,000	$0.00	120,000	D
Director Stock Option (Right to Buy)	$14.33	03/27/2009		J(1)			30,000	(7)	08/15/2011	Common Stock	30,000	$0.00	30,000	D
Director Stock Option (Right to Buy)	$5.14	03/27/2009		J(1)			37,500	(7)	07/31/2010	Common Stock	37,500	$0.00	37,500	D
Director Stock Option (Right to Buy)	$9.02	03/27/2009		J(1)(7)			20,206	(7)	07/31/2011	Common Stock	20,206	$0.00	54,794	D
Director Stock Option (Right to Buy)	$14.76	03/27/2009		J(1)			6,538	(8)	07/31/2012	Common Stock	6,538	$0.00	38,462(8)	D
Director Stock Option (Right to Buy)	$14.76	03/27/2009		J(1)			7,500	(7)	07/31/2012	Common Stock	7,500	$0.00	7,500	D
Director Stock Option (Right to Buy)	$29.08	03/27/2009		J(1)			1,689	(7)	06/21/2013	Common Stock	1,689	$0.00	10,311	D
Director Stock Option (Right to Buy)	$29.08	03/27/2009		J(1)			1,260	(9)	06/21/2013	Common Stock	1,260	$0.00	34,740(9)	D

Explanation of Responses:

1. Transferred to reporting person's ex-spouse pursuant to property settlement in divorce proceeding.

2. Shares held by Jones Living Trust, of which the reporting person is a trustee.

3. Shares transferred to H.C. Jones Living Trust (the "Trust"), of which the reporting person is trustee.

4. Shares held by the Trust, of which the reporting person is trustee.

5. The reporting person is a general partner of ACK Family Partners, L.P. (the "Partnership"). The reporting person may be deemed to beneficially own the shares currently held by the Partnership. The reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

6. The shares are held in trust as follows: 3,900 by the Gregory C. Jones Trust, 3,900 by the Carolyn E. Jones Trust and 3,900 by Harvey C. Jones III Trust. The reporting person is co-trustee of each of the trusts. The reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

7. Fully vested.

8. 50% of each parties' unvested shares shall vest on May 1, 2009 and the remaining 50% of each parties' unvested shares shall vest on August 1, 2009, such that each parties' unvested shares are fully vested on August 1, 2009, in each case, subject to the reporting person's continuous service to the Company through such date.

9. Each parties' unvested shares shall begin vesting on June 22, 2009 and thereafter shall vest quarterly over one year such that each parties' unvested shares are fully vested June 22, 2010, provided that the reporting person has attended at least 75% of the Company's Board of Directors meetings between June 22, 2007 and June 22, 2009. If the reporting person has not attended at least 75% of the Board of Directors meetings between June 22, 2007 and June 22, 2009, each parties' unvested shares shall vest 30% on June 22, 2010, with the remaining 70% vesting on June 22, 2011. If the reporting person's service as a director terminates before June 22, 2009 due to disability, each parties' unvested shares shall immediately vest and become exercisable on a quarterly pro rata basis. If the reporting person's service as a director terminates due to death, each parties' unvested shares shall immediately vest and become exercisable.

Remarks:

	David M. Shannon, Attorney-in-Fact	03/30/2009
	** 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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