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NETGEAR, INC. Director's Dealing 2011

Apr 28, 2011

32299_dirs_2011-04-28_a4a3c9b1-eaa6-4d4b-a18e-cf221f4f3690.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2011-04-26

Reporting Person: OLSON CHARLES T (SVP, Engineering)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-04-26 Common Stock A 2400 Acquired 8622 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-04-26 Employee Stock Option (Right to Buy) $33.15 A 1200 Acquired 2021-04-26 Common Stock (1200) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $ Common Stock (2125) 2125 Direct
Employee Stock Option (Right to Buy) $28.79 2018-01-11 Common Stock (4667) 4667 Direct
Employee Stock Option (Right to Buy) $11.41 2019-01-16 Common Stock (7667) 7667 Direct
Restricted Stock Units $ Common Stock (4250) 4250 Direct
Employee Stock Option (Right to Buy) $21.10 2020-02-02 Common Stock (4500) 4500 Direct
Employee Stock Option (Right to Buy) $20.80 2020-06-13 Common Stock (6000) 6000 Direct
Employee Stock Option (Right to Buy) $35.32 2021-02-03 Common Stock (6000) 6000 Direct

Footnotes

F1: Converts to common stock on a one for one basis.

F2: Not applicable.

F3: 25% of the option grant is exercisable on 1/11/2009, and 1/48 of the option grant is exercisable each month thereafter.

F4: 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.

F5: 25% of the option grant is exercisable on 1/16/2010, and 1/48 of the option grant is exercisable each month thereafter.

F6: 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.

F7: 25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.

F8: 25% of the shares subject to the option shall vest on 6/13/2011, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the optionee continuing to be a service provider on such dates.

F9: 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.

F10: Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. 25% of the units will cliff vest on each anniversary of 4/26/2011, the vesting start date, so that all of the units will have vested on 4/26/2015.

F11: 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.