NETGEAR, INC. — Director's Dealing 2011

Jan 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2011-01-16

Reporting Person: OLSON CHARLES T (SVP, Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-16	Common Stock	M	2125	$0.00	Acquired	10002	Direct
2011-01-16	Common Stock	F	780	$37.61	Disposed	9222	Direct
2011-01-18	Common Stock	S	3000	$37.42	Disposed	6222	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-16	Restricted Stock Units	$	M	2125	Disposed		Common Stock (2125)	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 (8667)	8667	Direct
Employee Stock Option (Right to Buy)	$21.10	2020-02-02	Common Stock (6000)	6000	Direct
Employee Stock Option (Right to Buy)	$20.80	2020-06-13	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: Acquired pursuant to the vesting of restricted stock units which convert to common stock on a one for one basis.

F10: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 26, 2010.