NETGEAR, INC. — Director's Dealing 2011

May 26, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2011-05-24

Reporting Person: WERDANN MICHAEL A (VP, Worldwide Retail Sales)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-24	Common Stock	$38.01	A	10000	Acquired	2021-05-24	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4800	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (1500)	1500	Direct
Employee Stock Option (Right to Buy)	$28.79	2018-01-11	Common Stock (3438)	3438	Direct
Employee Stock Option (Right to Buy)	$11.41	2019-01-16	Common Stock (7501)	7501	Direct
Restricted Stock Units	$		Common Stock (3000)	3000	Direct
Employee Stock Option (Right to Buy)	$21.10	2020-02-02	Common Stock (11250)	11250	Direct
Employee Stock Option (Right to Buy)	$20.80	2020-06-13	Common Stock (12000)	12000	Direct
Employee Stock Option (Right to Buy)	$35.32	2021-02-03	Common Stock (15000)	15000	Direct
Common Stock	$33.15	2021-04-26	Common Stock (2400)	2400	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: 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.

F10: 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.

F11: 25% of the option grant is exercisable on 5/24/2012, and 1/48 of the option grant is exercisable each month thereafter.