NETGEAR, INC. — Director's Dealing 2010

Jan 13, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2009-05-23

Reporting Person: LO PATRICK CS (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-23	Common Stock	M	3000	$0.00	Acquired	23416	Direct
2009-05-23	Common Stock	F	1073	$13.39	Disposed	22343	Direct
2010-01-11	Common Stock	M	5000	$0.00	Acquired	27343	Direct
2010-01-11	Common Stock	F	1834	$23.08	Disposed	25509	Direct
2010-01-11	Common Stock	M	20000	$4.51	Acquired	45509	Direct
2010-01-11	Common Stock	S	20000	$23	Disposed	25509	Direct
2010-01-12	Common Stock	M	5000	$0.00	Acquired	30509	Direct
2010-01-12	Common Stock	F	1834	$22.53	Disposed	28675	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-23	Restricted Stock Units	$	M	3000	Disposed		Common Stock (3000)	Direct
2010-01-11	Employee Stock Option (Right to Buy)	$4.51	M	20000	Disposed	2010-04-03	Common Stock (20000)	Direct
2010-01-12	Restricted Stock Units	$	M	5000	Disposed		Common Stock (5000)	Direct
2010-01-11	Restricted Stock Units	$	M	5000	Disposed		Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	194775	Indirect
Common Stock	42583	Indirect
Common Stock	46425	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$15.35	2015-03-11	Common Stock (94100)	94100	Direct
Employee Stock Option (Right to Buy)	$22.68	2016-05-23	Common Stock (100000)	100000	Direct
Employee Stock Option (Right to Buy)	$29.23	2017-01-12	Common Stock (100000)	100000	Direct
Employee Stock Option (Right to Buy)	$28.79	2018-01-11	Common Stock (100000)	100000	Direct
Employee Stock Option (Right to Buy)	$11.41	2019-01-16	Common Stock (100000)	100000	Direct
Restricted Stock Units	$		Common Stock (20000)	20000	Direct

Footnotes

F1: The shares are held by the Patrick and Emily Lo Revocable Trust dated 4-7-99.

F2: The shares are held by the education trusts of Mr. Lo's children. Mr. Lo is a co-trustee of each such trust.

F3: 25% of the option grant is exercisable on 4/3/2001, and 1/48 of the option grant is exercisable each month thereafter.

F4: 100% of this option grant is exercisable on 3/11/05, the grant date. Shares underlying the option are restricted from transfer, with the restriction lapsing with respect to 25% of the shares on each subsequent anniversary of the grant date, so that all underlying shares will be free from transfer restrictions on 3/11/09.

F5: 25% of the option grant is exercisable on 5/23/2007, and 1/48 of the option grant is exercisable each month thereafter.

F6: Converts to common stock on a one for one basis.

F7: Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 5/23/06, the vest start date, so that all of the units will have vested on 5/23/2010.

F8: Not applicable.

F9: 25% of the option grant is exercisable on 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter.

F10: Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 1/12/2007, the vest start date, so that all of the units will have vested on 1/12/2011.

F11: 25% of the option grant is exercisable on 1/11/2009, and 1/48 of the option grant is exercisable each month thereafter.

F12: Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 1/11/2008, the vest start date, so that all of the units will have vested on 1/11/2012.

F13: 25% of the option grant is exercisable on 1/16/2010, and 1/48 of the option grant is exercisable each month thereafter.

F14: Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 1/16/2009, the vesting start date, so that all of the units will have vested on 1/16/2013.

F15: The shares are held by the Patrick C.S. Lo 2009 Grantor Retained Annuity Trust.

F16: Acquired pursuant to the vesting of restricted stock units which convert to common stock on a one for one basis.

F17: The exercise and sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 14, 2009.