NETGEAR, INC. — Director's Dealing 2012

Jan 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2012-01-16

Reporting Person: LO PATRICK CS (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-16	Common Stock	M	5000	—	Acquired	50539	Direct
2012-01-16	Common Stock	F	1835	$37.53	Disposed	48704	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-16	Restricted Stock Units	$	M	5000	Disposed		Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45430	Indirect
Common Stock	41939	Indirect
Common Stock	196414	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$22.68	2016-05-23	Common Stock (100000)	100000	Direct
Employee Stock Option (Right to Buy)	$29.23	2017-01-12	Common Stock (100000)	100000	Direct
Employee Stock Option (Right to Buy)	$28.79	2018-01-11	Common Stock (100000)	100000	Direct
Employee Stock Option (Right to Buy)	$11.41	2019-01-16	Common Stock (100000)	100000	Direct
Employee Stock Option (Right to Buy)	$21.10	2020-02-02	Common Stock (100000)	100000	Direct
Employee Stock Option (Right to Buy)	$20.80	2020-06-13	Common Stock (40000)	40000	Direct
Employee Stock Option (Right to Buy)	$35.32	2021-02-03	Common Stock (100000)	100000	Direct
Employee Stock Option (Right to Buy)	$33.15	2021-04-26	Common Stock (40000)	40000	Direct

Footnotes

F1: The shares are held by the Patrick and Emily Lo Revocable Trust dated 4-7-99.

F2: The shares are held by the education trusts of Mr. Lo's children. Mr. Lo is a co-trustee of each such trust.

F3: 25% of the option grant is exercisable on 5/23/2007, and 1/48 of the option grant is exercisable each month thereafter.

F4: Converts to common stock on a one for one basis.

F5: Not applicable.

F6: 25% of the option grant is exercisable on 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter.

F7: 25% of the option grant is exercisable on 1/11/2009, and 1/48 of the option grant is exercisable each month thereafter.

F8: 25% of the option grant is exercisable on 1/16/2010, and 1/48 of the option grant is exercisable each month thereafter.

F9: 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.

F10: The shares are held by the Patrick C.S. Lo 2009 Grantor Retained Annuity Trust.

F11: 25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.

F12: 25% of the shares subject to the option shall vest twelve months 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.

F13: 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.

F14: 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.

F15: Acquired pursuant to the vesting of restricted stock units which convert to common stock on a one for one basis.