NETGEAR, INC. — Director's Dealing 2013

Jan 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2013-01-16

Reporting Person: FALCON MICHAEL F (SVP, WW Ops and Support)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-16	Common Stock	M	313	$11.41	Acquired	12951	Direct
2013-01-16	Common Stock	M	417	$21.10	Acquired	13368	Direct
2013-01-16	Common Stock	M	355	$20.80	Acquired	13723	Direct
2013-01-16	Common Stock	S	1085	$38.88	Disposed	12638	Direct
2013-01-16	Common Stock	M	2125	—	Acquired	14763	Direct
2013-01-16	Common Stock	F	919	$39.82	Disposed	13844	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-16	Employee Stock Option (Right to Buy)	$11.41	M	313	Disposed	2019-01-16	Common Stock (313)	Direct
2013-01-16	Restricted Stock Units	$	M	2125	Disposed		Common Stock (2125)	Direct
2013-01-16	Employee Stock Option (Right to Buy)	$21.10	M	417	Disposed	2020-02-02	Common Stock (417)	Direct
2013-01-16	Employee Stock Option (Right to Buy)	$20.80	M	355	Disposed	2020-06-13	Common Stock (355)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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
Employee Stock Option (Right to Buy)	$31.31	2022-06-06	Common Stock (20000)	20000	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 1/16/2010, and 1/48 of the option grant is exercisable each month thereafter.

F4: 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.

F5: 25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.

F6: 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.

F7: 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.

F8: 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.

F9: 25% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.

F10: The exercise and sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 10, 2012.

F11: Acquired pursuant to the vesting of restricted stock units which convert to common stock on a one for one basis.