NETGEAR, INC. — Director's Dealing 2014

Jun 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2014-06-03

Reporting Person: MERRILL MARK G (SVP Advanced Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-03	Common Stock	A	5000	—	Acquired	9517	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-03	Employee Stock Option (Right to Buy)	$32.52	A	15000	Acquired	2024-06-03	Common Stock (15000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$21.10	2020-02-02	Common Stock (1251)	1251	Direct
Employee Stock Option (Right to Buy)	$31.31	2022-06-06	Common Stock (6000)	6000	Direct
Employee Stock Option (Right to Buy)	$32.54	2023-05-16	Common Stock (15000)	15000	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 option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.

F3: 25% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.

F4: Shares 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 6/3/2014, the vesting start date, so that all of the units will have vested on 6/3/2018.

F5: 25% of the options will be exercisable on 6/03/2015, and 1/48 of the option grant is exercisable each month thereafter.