NETGEAR, INC. — Director's Dealing 2011

Jan 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2011-01-11

Reporting Person: FALCON MICHAEL F (SVP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-11	Common Stock	M	312	$28.79	Acquired	7929	Direct
2011-01-11	Common Stock	S	312	$36.88	Disposed	7617	Direct
2011-01-11	Common Stock	M	2125	$0.00	Acquired	9742	Direct
2011-01-11	Common Stock	F	780	$36.40	Disposed	8962	Direct
2011-01-12	Common Stock	M	313	$29.23	Acquired	9275	Direct
2011-01-12	Common Stock	S	313	$36.93	Disposed	8962	Direct
2011-01-12	Common Stock	M	1875	$0.00	Acquired	10837	Direct
2011-01-12	Common Stock	F	688	$37.27	Disposed	10149	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-12	Restricted Stock Units	$	M	1875	Disposed		Common Stock (1875)	Direct
2011-01-11	Restricted Stock Units	$	M	2125	Disposed		Common Stock (2125)	Direct
2011-01-11	Employee Stock Option (Right to Buy)	$28.79	M	312	Disposed	2018-01-11	Common Stock (312)	Direct
2011-01-12	Employee Stock Option (Right to Buy)	$29.23	M	313	Disposed	2017-01-12	Common Stock (313)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$11.41	2019-01-16	Common Stock (7813)	7813	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 exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 1, 2010.

F12: Acquired pursuant to the vesting of restricted stock units which convert to common stock on a one for one basis.