NETGEAR, INC. — Director's Dealing 2014

Apr 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2014-04-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-26	Common Stock	F	625	$32.27	Disposed	18375	Direct
2014-04-28	Common Stock	M	531	$20.80	Acquired	18906	Direct
2014-04-28	Common Stock	S	531	$32.30	Disposed	18375	Direct
2014-04-28	Common Stock	S	538	$32.26	Disposed	17837	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-28	Employee Stock Option (Right to Buy)	$20.80	M	531	Disposed	2020-06-13	Common Stock (531)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$21.10	2020-02-02	Common Stock (1667)	1667	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
Employee Stock Option (Right to Buy)	$32.54	2023-05-16	Common Stock (25000)	25000	Direct

Footnotes

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

F2: 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.

F3: 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.

F4: 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.

F5: 25% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.

F6: 25% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.

F7: 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 August 1, 2013

F8: The price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $32.27 to $32.47 per share. Upon request from the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

F9: The price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $32.25 to $32.28 per share. Upon request from the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.