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NETGEAR, INC. Director's Dealing 2011

May 9, 2011

32299_dirs_2011-05-09_80b99b21-d101-4035-bf3b-f9ed60805321.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2011-04-28

Reporting Person: Clegg Michael (SVP and GM, SPBU)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 9800 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option (Right to Buy) $28.79 2018-01-11 Common Stock (2813) Direct
Employee Stock Option (Right to Buy) $11.41 2019-01-16 Common Stock (6563) Direct
Employee Stock Option (Right to Buy) $21.10 2020-02-02 Common Stock (10313) Direct
Employee Stock Option (Right to Buy) $20.80 2020-06-13 Common Stock (8000) Direct
Employee Stock Option (Right to Buy) $35.32 2021-02-03 Common Stock (20000) Direct
Employee Stock Option (Right to Buy) $33.15 2021-04-26 Common Stock (3400) Direct

Footnotes

F1: 312.5 options are exercisable on the 11th day of each month, such that all options are exercisable by 1/11/2012.

F2: 312.5 options are exercisable on the 16th day of each month, such that all options are exercisable by 1/16/2013.

F3: 312.5 options are exercisable on the 2nd day of each month, such that all options are exercisable by 2/2/2014.

F4: 25% of the options will be exercisable on 6/13/2011, and 1/48 of the options is exercisable each month thereafter.

F5: 25% of the options will be exercisable on 2/3/2012, and 1/48 of the options is exercisable each month thereafter.

F6: 25% of the options will be exercisable on 4/26/2012, and 1/48 of the options is exercisable each month thereafter.

F7: Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. 1,000 units will vest on each of 1/11/2012, 1/16/2012 and 1/16/2013; and 1,700 units will vest on each of 4/26/2012, 4/26/2013, 4/26/2014 and 4/26/2015.