NETGEAR, INC. — Director's Dealing 2012

Feb 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2012-02-02

Reporting Person: Gorjanc Christine Marie (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-02	Common Stock	M	10000	$19.55	Acquired	47930	Direct
2012-02-02	Common Stock	M	11562	$21.10	Acquired	59492	Direct
2012-02-02	Common Stock	M	5000	$20.80	Acquired	64492	Direct
2012-02-02	Common Stock	M	1708	$11.41	Acquired	66200	Direct
2012-02-02	Common Stock	S	28270	$39.94	Disposed	37930	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-02	Employee Stock Option (Right to Buy)	$19.55	M	10000	Disposed	2015-12-13	Common Stock (10000)	Direct
2012-02-02	Employee Stock Option (Right to Buy)	$11.41	M	1708	Disposed	2019-01-16	Common Stock (1708)	Direct
2012-02-02	Employee Stock Option (Right to Buy)	$21.10	M	11562	Disposed	2020-02-02	Common Stock (11562)	Direct
2012-02-02	Employee Stock Option (Right to Buy)	$20.80	M	5000	Disposed	2020-06-13	Common Stock (5000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$29.23	2017-01-12	Common Stock (15000)	15000	Direct
Employee Stock Option (Right to Buy)	$28.79	2018-01-11	Common Stock (25000)	25000	Direct
Restricted Stock Units	$		Common Stock (3750)	3750	Direct
Employee Stock Option (Right to Buy)	$35.32	2021-02-03	Common Stock (25000)	25000	Direct
Employee Stock Option (Right to Buy)	$33.15	2021-04-26	Common Stock (6000)	6000	Direct

Footnotes

F1: 100% of this option grant is exercisable as of November 16, 2005, the vesting start date. Shares underlying the option are restricted from transfer, with the restriction lapsing with respect to 25% of the shares on each subsequent anniversary of the vesting start date, so that all underlying shares will be free from transfer restrictions on November 16, 2009.

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: 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 price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $39.43 to $40.38 per share. Upon request from 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.

F13: 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 30, 2011.