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: LO PATRICK CS (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-16	Common Stock	A	29650	$32.54	Acquired	81998	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	108510	Acquired	2023-05-16	Common Stock (108510)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	131778	Indirect
Common Stock	120890	Indirect
Common Stock	31115	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 (90000)	90000	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
Employee Stock Option (Right to Buy)	$31.31	2022-06-06	Common Stock (100000)	100000	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: 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: The shares are held by the Patrick C.S. Lo 2009 Grantor Retained Annuity Trust.

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 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.

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: 25% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.

F13: 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.

F14: 25% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.