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: SOARES DAVID (Senior VP, Worldwide Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-26	Common Stock	A	6800	—	Acquired	24019	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	3400	Acquired	2021-04-26	Common Stock (3400)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (2000)	2000	Direct
Employee Stock Option (Right to Buy)	$22.68	2016-05-23	Common Stock (10000)	10000	Direct
Employee Stock Option (Right to Buy)	$29.23	2017-01-12	Common Stock (20000)	20000	Direct
Employee Stock Option (Right to Buy)	$28.79	2018-01-11	Common Stock (20000)	20000	Direct
Employee Stock Option (Right to Buy)	$11.41	2019-01-16	Common Stock (12084)	12084	Direct
Restricted Stock Units	$		Common Stock (4000)	4000	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 (16000)	16000	Direct
Employee Stock Option (Right to Buy)	$35.32	2021-02-03	Common Stock (20000)	20000	Direct

Footnotes

F1: 25% of the option grant is exercisable on 5/23/2007, and 1/48 of the option grant is exercisable each month thereafter.

F2: Converts to common stock on a one for one basis.

F3: Not applicable.

F4: 25% of the option grant is exercisable on 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter.

F5: 25% of the option grant is exercisable on 1/11/2009, 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 1/11/2008, 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: 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.

F12: 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.

F13: 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.