NETGEAR, INC. — Director's Dealing 2011

Dec 9, 2011

SEC Form 4/A — Form 4/A

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2011-01-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-04	Common Stock	S	1358	$35.50	Disposed	33532	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	44183	Indirect
Common Stock	41939	Indirect
Common Stock	197661	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$15.35	2015-03-11	Common Stock (75458)	75458	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
Restricted Stock Units	$		Common Stock (5000)	5000	Direct
Employee Stock Option (Right to Buy)	$28.79	2018-01-11	Common Stock (100000)	100000	Direct
Restricted Stock Units	$		Common Stock (10000)	10000	Direct
Employee Stock Option (Right to Buy)	$11.41	2019-01-16	Common Stock (100000)	100000	Direct
Restricted Stock Units	$		Common Stock (15000)	15000	Direct
Employee Stock Option (Right to Buy)	$21.10	2020-02-02	Common Stock (100000)	100000	Direct
Employee Stock Option (Right to Buy)	$20.80	2020-06-13	Common Stock (40000)	40000	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 5/23/2007, and 1/48 of the option grant is exercisable each month thereafter.

F4: Converts to common stock on a one for one basis.

F5: Not applicable.

F6: 25% of the option grant is exercisable on 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter.

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 1/12/2007, the vest start date, so that all of the units will have vested on 1/12/2011.

F8: 25% of the option grant is exercisable on 1/11/2009, and 1/48 of the option grant is exercisable each month thereafter.

F9: 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.

F10: 25% of the option grant is exercisable on 1/16/2010, and 1/48 of the option grant is exercisable each month thereafter.

F11: 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.

F12: The shares are held by the Patrick C.S. Lo 2009 Grantor Retained Annuity Trust.

F13: 25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.

F14: 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.

F15: 25% of the shares subject to the option shall vest twelve months 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.

F16: This Form 4 Amendment is being filed to correct the reporting of the transaction. The original Form 4 filed on January 6, 2011 reported an exercise and sale transaction, where (a) options to purchase 1,358 shares were exercised at $15.35 per share and (b) 1,358 shares were sold at $35.50 per share. The original Form 4 incorrectly reported the exercise portion of the transaction, as no such exercise was completed. This Form 4 Amendment correctly reports the sale of the 1,358 shares only, with no exercise of options. The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 10, 2010.