NETGEAR, INC. — Director's Dealing 2011

Jan 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2010-12-31

Reporting Person: FALCON MICHAEL F (SVP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-31	Common Stock	M	625	$11.41	Acquired	6180	Direct
2010-12-31	Common Stock	S	625	$33.63	Disposed	5555	Direct
2011-01-03	Common Stock	M	10937	$28.79	Acquired	16492	Direct
2011-01-03	Common Stock	S	10937	$34.00	Disposed	5555	Direct
2011-01-03	Common Stock	M	12625	$29.23	Acquired	18180	Direct
2011-01-03	Common Stock	S	12625	$35.00	Disposed	5555	Direct
2011-01-03	Common Stock	M	2062	$29.23	Acquired	7617	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-03	Employee Stock Option (Right to Buy)	$29.23	M	12625	Disposed	2017-01-12	Common Stock (12625)	Direct
2011-01-03	Employee Stock Option (Right to Buy)	$28.79	M	10937	Disposed	2018-01-11	Common Stock (10937)	Direct
2010-12-31	Employee Stock Option (Right to Buy)	$11.41	M	625	Disposed	2019-01-16	Common Stock (625)	Direct
2011-01-03	Employee Stock Option (Right to Buy)	$29.23	M	2062	Disposed	2017-01-12	Common Stock (2062)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (1875)	1875	Direct
Restricted Stock Units	$		Common Stock (4250)	4250	Direct
Restricted Stock Units	$		Common Stock (6375)	6375	Direct
Employee Stock Option (Right to Buy)	$21.10	2020-02-02	Common Stock (20000)	20000	Direct
Employee Stock Option (Right to Buy)	$20.80	2020-06-13	Common Stock (17000)	17000	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 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter.

F4: 25% of the option grant is exercisable on 1/11/2009, and 1/48 of the option grant is exercisable each month thereafter.

F5: 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.

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 1/11/2008, the vest start date, so that all of the units will have vested on 1/11/2012.

F7: 25% of the option grant is exercisable on 1/16/2010, and 1/48 of the option grant is exercisable each month thereafter.

F8: 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.

F9: 25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.

F10: 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.

F11: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 1, 2010.