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

1. Name and Address of Reporting Person *

Puri Ajay K 		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)
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(Last)          (First)          (Middle)

C/O NVIDIA CORPORATION, 2788 SAN TOMAS EXPRESSWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/8/2019
(Street)

SANTA CLARA, CA 95051
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/8/2019     A    8300   (1) A $0   (2) 238229   D    
Common Stock   3/8/2019     A    26200   (3) A $0   (2) 264429   D    
Common Stock   3/8/2019     A    2600   (4) A $0   (2) 267175   (5) D    
Common Stock                  51371   I   By Trust   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
(1)  The restricted stock unit shall vest as to 25% of the shares on March 18, 2020 and 6.25% of the shares every three months thereafter, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant.
(2)  The shares represent restricted stock units that were received as an award, for no consideration.
(3)  Represents the number of shares that will be earned, if at all, based on the achievement of a pre-established stretch operating plan performance goal during the Issuer's fiscal year ending January 26, 2020. This number represents 200% of the target award opportunity of payout of 13,100 shares. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. If the pre-established performance threshold is achieved, the shares earned will vest as to 25% on March 18, 2020 and as to 6.25% of the shares every three months thereafter, such that the shares are fully vested on approximately the four (4) year anniversary of the date of grant.
(4)  Represents the number of shares that will be earned, if at all, based on the Issuer's relative shareholder return from January 28, 2019 through January 30, 2022 at the stretch operating plan performance goal. This number represents 200% of the target award opportunity of 1,300 shares. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. If a pre-established threshold is achieved, the shares earned will vest as to 100% on March 16, 2022, such that the shares are fully vested on approximately the three (3) year anniversary of the date of grant.
(5)  Includes 146 shares purchased pursuant to the Issuer's Employee Stock Purchase Plan on February 28, 2019.
(6)  The shares are held by the Ajay K. Puri Revocable Trust dtd 12/10/2015, of which the Reporting Person is trustee.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Puri Ajay K
C/O NVIDIA CORPORATION
2788 SAN TOMAS EXPRESSWAY
SANTA CLARA, CA 95051

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Signatures
/s/ Rebecca Peters, Attorney-in-Fact for Ajay K. Puri 3/12/2019
** 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.
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.
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