Sec Form 4/A Filing - Byron Michael @ NVIDIA CORP - 2016-05-19

FORM 4/A 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 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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1. Name and Address of Reporting Person Byron Michael 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) Principal Accounting Officer (Last) (First) (Middle) C/O NVIDIA CORPORATION, 2701 SAN TOMAS EXPRESSWAY 3. Date of Earliest Transaction (MM/DD/YY) 05/19/2016 (Street) SANTA CLARA, CA95050 4. If Amendment, Date Original Filed (MM/DD/YY) 05/23/2016 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/19/2016 M( 1 ) 3,125 A $ 14.465 177,494 D Common Stock 05/19/2016 M( 1 ) 2,812 A $ 13.71 180,306 D Common Stock 05/19/2016 M( 1 ) 3,325 A $ 12.62 183,631 D Common Stock 05/19/2016 M( 1 ) 3,325 A $ 16 186,956 D Common Stock 05/19/2016 S( 1 )( 2 ) 19,347 D $ 43.3752 167,609 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) $ 14.465 05/19/2016 M( 1 ) 3,125 ( 3 ) 09/20/2021 Common Stock 3,125 $ 0 0 D Stock Option (Right to Buy) $ 13.71 05/19/2016 M( 1 ) 2,812 ( 4 ) 09/18/2022 Common Stock 2,812 $ 0 2,813 D Stock Option (Right to Buy) $ 12.62 05/19/2016 M( 1 ) 3,325 ( 5 ) 03/19/2023 Common Stock 3,325 $ 0 3,325 D Stock Option (Right to Buy) $ 16 05/19/2016 M( 1 ) 3,325 ( 6 ) 09/17/2023 Common Stock 3,325 $ 0 4,988 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Byron Michael C/O NVIDIA CORPORATION 2701 SAN TOMAS EXPRESSWAY SANTA CLARA, CA95050 Principal Accounting Officer Signatures /s/ Rebecca Peters, Attorney-in-Fact for Michael Byron 09/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was pursuant to a 10b5-1 Plan. ( 2 )Sale transaction was previously reported on the reporting person's Form 4 filed on May 23, 2016. ( 3 )Fully vested. ( 4 )The option vested as to 25% of the shares on September 19, 2013 and shall vest as to 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 March 20, 2014 and shall vest as to 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. ( 6 )The option vested as to 25% of the shares on March 20, 2014 and shall vest as to 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.

Remarks: This amendment is being filed to report the stock option exercises that were omitted from the reporting person's Form 4 filed on May 23, 2016 and to correct the number of securities beneficially owned by the reporting person following the sale transaction on May 19, 2016 as previously reported in the Form 4 filed on May 23, 2016.

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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