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: Clegg Michael (SVP and GM, SPBU)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-16	Common Stock	A	5000	$32.54	Acquired	14596	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	25000	Acquired	2023-05-16	Common Stock (25000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$28.79	2018-01-11	Common Stock (312)	312	Direct
Employee Stock Option (Right to Buy)	$11.41	2019-01-16	Common Stock (3125)	3125	Direct
Employee Stock Option (Right to Buy)	$21.10	2020-02-02	Common Stock (7189)	7189	Direct
Employee Stock Option (Right to Buy)	$20.80	2020-06-13	Common Stock (4500)	4500	Direct
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: 312.5 options are exercisable on the 11th day of each month, such that all options are exercisable by 1/11/2012.

F2: 312.5 options are exercisable on the 16th day of each month, such that all options are exercisable by 1/16/2013.

F3: 312.5 options are exercisable on the 2nd day of each month, such that all options are exercisable by 2/2/2014.

F4: 25% of the options will be exercisable on 6/13/2011, and 1/48 of the options is exercisable each month thereafter.

F5: 25% of the options will be exercisable on 2/3/2012, and 1/48 of the options is exercisable each month thereafter.

F6: 25% of the options will be exercisable on 4/26/2012, and 1/48 of the options is exercisable each month thereafter.

F7: 25% of the options will be exercisable on 6/6/2013, and 1/48 of the options is exercisable each month thereafter.

F8: 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.

F9: 25% of the options will be exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.