NETGEAR, INC. — Director's Dealing 2015

Jun 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2015-06-02

Reporting Person: Gorjanc Christine Marie (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-02	Common Stock	A	12000	$0.00	Acquired	67600	Direct
2015-06-03	Common Stock	F	1128	$31.45	Disposed	66472	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-02	Employee Stock Option (Right to Buy)	$31.28	A	30000	Acquired	2025-06-02	Common Stock (30000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$29.23	2017-01-12	Common Stock (15000)	15000	Direct
Employee Stock Option (Right to Buy)	$28.79	2018-01-11	Common Stock (25000)	25000	Direct
Employee Stock Option (Right to Buy)	$21.10	2020-02-02	Common Stock (8750)	8750	Direct
Employee Stock Option (Right to Buy)	$20.80	2020-06-13	Common Stock (20000)	20000	Direct
Employee Stock Option (Right to Buy)	$35.32	2021-02-03	Common Stock (25000)	25000	Direct
Employee Stock Option (Right to Buy)	$33.15	2021-04-26	Common Stock (6000)	6000	Direct
Employee Stock Option (Right to Buy)	$31.31	2022-06-06	Common Stock (25000)	25000	Direct
Employee Stock Option (Right to Buy)	$32.54	2023-05-16	Common Stock (30000)	30000	Direct
Employee Stock Option (Right to Buy)	$32.52	2024-06-03	Common Stock (30000)	30000	Direct

Footnotes

F1: 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 the Vesting Start Date, June 30, 2015, subject to the recipient continuing to be a Service Provider on such dates.

F2: 25% of the option grant is exercisable on 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter.

F3: 25% of the option grant is exercisable on 1/11/2009, and 1/48 of the option grant is exercisable each month thereafter.

F4: 25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.

F5: 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.

F6: 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter

F7: 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.

F8: 25% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.

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

F10: 25% of the options will be exercisable on 6/03/2015, and 1/48 of the option grant is exercisable each month thereafter.

F11: This Option shall be exercisable, in whole or in part, in accordance with the following schedule: 25% of the Shares subject to the Option shall vest twelve months after the Vesting Start Date, and 1/48 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.