NETGEAR, INC. — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2011-02-11

Reporting Person: WERDANN MICHAEL A (VP, North America Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	S	3120	$33.63	Disposed	0	Direct
2011-02-11	Common Stock	M	5000	$29.23	Acquired	5000	Direct
2011-02-11	Common Stock	S	5000	$33.50	Disposed	0	Direct
2011-02-11	Common Stock	M	11562	$28.79	Acquired	11562	Direct
2011-02-11	Common Stock	S	11562	$33.50	Disposed	0	Direct
2011-02-11	Common Stock	M	937	$11.41	Acquired	937	Direct
2011-02-11	Common Stock	S	937	$33.50	Disposed	0	Direct
2011-02-11	Common Stock	M	3750	$21.10	Acquired	3750	Direct
2011-02-11	Common Stock	S	3750	$33.50	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-11	Employee Stock Option (Right to Buy)	$29.23	M	5000	Disposed	2017-01-12	Common Stock (5000)	Direct
2011-02-11	Employee Stock Option (Right to Buy)	$28.79	M	11562	Disposed	2018-01-11	Common Stock (11562)	Direct
2011-02-11	Employee Stock Option (Right to Buy)	$11.41	M	937	Disposed	2019-01-16	Common Stock (937)	Direct
2011-02-11	Employee Stock Option (Right to Buy)	$21.10	M	3750	Disposed	2020-02-02	Common Stock (3750)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (1500)	1500	Direct
Restricted Stock Units	$		Common Stock (3000)	3000	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

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 1/11/2008, the vest start date, so that all of the units will have vested on 1/11/2012.

F6: 25% of the option grant is exercisable on 1/16/2010, and 1/48 of the option grant is exercisable each month thereafter.

F7: 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.

F8: 25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.

F9: 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.

F10: 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.

F11: Includes 721 shares acquired on January 31, 2011 under the NETGEAR, Inc. 2003 Employee Stock Purchase Plan.

F12: The sale price reported in Column 4 of Table I represents the weighted average sale price of the shares sold ranging from $33.50 to $34.06 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.