NETGEAR, INC. — Director's Dealing 2013

May 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2013-05-16

Reporting Person: Capone Jeff (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-16	Common Stock	A	5000	$32.54	Acquired	5000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-16	Employee Stock Option (Right to Buy)	$32.54	A	20000	Acquired	2023-05-16	Common Stock (20000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$21.10	2020-02-02	Common Stock (6875)	6875	Direct
Employee Stock Option (Right to Buy)	$33.92	2020-12-09	Common Stock (2917)	2917	Direct
Employee Stock Option (Right to Buy)	$33.83	2022-04-19	Common Stock (4200)	4200	Direct

Footnotes

F1: 25% of the options will be exercisable on 2/2/2011, and 1/48 of the options is exercisable each month thereafter.

F2: 25% of the options will be exercisable on 12/9/2011, and 1/48 of the options is exercisable each month thereafter.

F3: 25% of the options will be exercisable on 4/19/2013, and 1/48 of the options is exercisable each month thereafter.

F4: 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 5/16/2013, the vesting start date, so that all of the units will have vested on 5/16/2017.

F5: 25% of the options will be exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.