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NETGEAR, INC. Director's Dealing 2011

Nov 18, 2011

32299_dirs_2011-11-18_6d4796d6-57e1-4d32-b479-32e6b46c2bd7.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2011-11-16

Reporting Person: SOARES DAVID (SVP and GM, RBU)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-11-16 Common Stock M 417 $11.41 Acquired 17217 Direct
2011-11-16 Common Stock S 417 $37.18 Disposed 16800 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-11-16 Employee Stock Option (Right to Buy) $11.41 M 417 Disposed 2019-01-16 Common Stock (417) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $ Common Stock (2000) 2000 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
Restricted Stock Units $ Common Stock (4000) 4000 Direct
Employee Stock Option (Right to Buy) $21.10 2020-02-02 Common Stock (14000) 14000 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 (20000) 20000 Direct
Employee Stock Option (Right to Buy) $33.15 2021-04-26 Common Stock (3400) 3400 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: 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.

F12: 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 August 30, 2011.