Edgar Filing: SHANNON DAVID M

Ownership Submission

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)
VP, General Counsel, Secretary

(Last)

(First)

(Middle)

C/O NVIDIA CORPORATION, 2701 SAN TOMAS EXPRESSWAY

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2007

(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)
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	09/07/2007		M		222,897	A	$ 5.535	222,897	D
Common Stock	09/07/2007		M		52,380	A	$ 13.12	275,277	D
Common Stock	09/07/2007		M		35,000	A	$ 12.71	310,541 ⁽⁴⁾	D
Common Stock	09/07/2007		S		2,677	D	$ 50.64	307,864	D
Common Stock	09/07/2007		S		6,900	D	$ 50.65	300,964	D
Common Stock	09/07/2007		S		7,200	D	$ 50.66	293,764	D
Common Stock	09/07/2007		S		4,620	D	$ 50.68	289,144	D
Common Stock	09/07/2007		S		4,800	D	$ 50.69	284,344	D
Common Stock	09/07/2007		S		11,070	D	$ 50.7	273,274	D
Common Stock	09/07/2007		S		4,050	D	$ 50.71	269,224	D
Common Stock	09/07/2007		S		4,430	D	$ 50.72	264,794	D
Common Stock	09/07/2007		S		4,000	D	$ 50.73	260,794	D
Common Stock	09/07/2007		S		16,300	D	$ 50.74	244,494	D
Common Stock	09/07/2007		S		5,100	D	$ 50.75	239,394	D
Common Stock	09/07/2007		S		654	D	$ 50.76	238,740	D
Common Stock	09/07/2007		S		1,400	D	$ 50.77	237,340	D
Common Stock	09/07/2007		S		3,200	D	$ 50.78	234,140	D
Common Stock	09/07/2007		S		1,800	D	$ 50.79	232,340	D
Common Stock	09/07/2007		S		2,400	D	$ 50.8	229,940	D
Common Stock	09/07/2007		S		1,273	D	$ 50.82	228,667	D
Common Stock	09/07/2007		S		3,240	D	$ 50.83	225,427	D
Common Stock	09/07/2007		S		700	D	$ 50.85	224,727	D
Common Stock	09/07/2007		S		3,700	D	$ 50.87	221,027	D
Common Stock	09/07/2007		S		1,200	D	$ 50.88	219,827	D
Common Stock	09/07/2007		S		3,500	D	$ 50.89	216,327	D
Common Stock	09/07/2007		S		3,300	D	$ 50.9	213,027	D
Common Stock	09/07/2007		S		900	D	$ 50.93	212,127	D
Common Stock	09/07/2007		S		3,696	D	$ 50.94	208,431	D
Common Stock	09/07/2007		S		900	D	$ 50.96	207,531	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 5.535

09/07/2007

222,897

⁽¹⁾

07/31/2012

Common Stock

222,897

$ 0

Stock Option (Right to Buy)

$ 13.12

09/07/2007

52,380

⁽²⁾

04/12/2010

Common Stock

52,380

$ 0

67,620

Stock Option (Right to Buy)

$ 12.71

09/07/2007

35,000

⁽³⁾

05/16/2011

Common Stock

35,000

$ 0

105,000

Reporting Owners

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

Signatures

/s/ Christine Lillquist, Attorney-in-Fact		09/11/2007
^**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)	Fully vested
(2)	Vesting begins April 13, 2007 and continues on a quarterly basis for the next year; fully vests on April 13, 2008.
(3)	Vesting begins on May 17, 2007 and continues on a quarterly basis for the next year, fully vests on May 17, 2008.
(4)	Includes 264 shares acquired under NVIDIA's 1998 Employee Stock Purchase Plan (Section 423 Plan) on August 31, 2007.
Remarks: 1 of 4 filings made to report transactions occuring on September 7, 2007. The numbers do not reflect the 3-for-2 stock split that was effective on September 10, 2007.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.