NETGEAR, INC. — Director's Dealing 2011

Apr 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Kim Andrew Wonki (VP, Legal and Corp. Dev.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-26	Common Stock	A	3200	—	Acquired	15935	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	1600	Acquired	2021-04-26	Common Stock (1600)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$11.56	2018-10-21	Common Stock (15920)	15920	Direct
Employee Stock Option (Right to Buy)	$11.41	2019-01-16	Common Stock (14000)	14000	Direct
Employee Stock Option (Right to Buy)	$21.10	2020-02-02	Common Stock (15000)	15000	Direct
Employee Stock Option (Right to Buy)	$20.80	2020-06-13	Common Stock (8000)	8000	Direct
Employee Stock Option (Right to Buy)	$18.59	2018-06-03	Common Stock (9000)	9000	Direct
Employee Stock Option (Right to Buy)	$35.32	2021-02-03	Common Stock (15000)	15000	Direct

Footnotes

F1: This option becomes exercisable as to 1/4 of the shares on the first anniversary of the vesting commencement date of March 31, 2008, and 1/48th of the shares become exercisable each month thereafter.

F2: This option becomes exercisable as to 1/4 of the shares on the first anniversary of the vesting commencement date of October 21, 2008, and 1/48th of the shares become exercisable each month thereafter.

F3: This option becomes exercisable as to 1/4 of the shares on the first anniversary of the vesting commencement date of January 16, 2009, and 1/48th of the shares become exercisable each month thereafter.

F4: 25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.

F5: 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.

F6: 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant 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. 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.

F8: 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.