NETGEAR, INC. — Director's Dealing 2015

Jan 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2015-01-02

Reporting Person: LO PATRICK CS (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-02	Common Stock	M	1358	$15.35	Acquired	107875	Direct
2015-01-02	Common Stock	M	5900	$22.68	Acquired	113775	Direct
2015-01-02	Common Stock	S	7258	$35.54	Disposed	106517	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-02	Employee Stock Option (Right to Buy)	$22.68	M	5900	Disposed	2016-05-23	Common Stock (5900)	Direct
2015-01-02	Employee Stock Option (Right to Buy)	$15.35	M	1358	Disposed	2015-03-11	Common Stock (1358)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	131750	Indirect
Common Stock	147668	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$29.23	2017-01-12	Common Stock (100000)	100000	Direct
Employee Stock Option (Right to Buy)	$28.79	2018-01-11	Common Stock (100000)	100000	Direct
Employee Stock Option (Right to Buy)	$11.41	2019-01-16	Common Stock (90000)	90000	Direct
Employee Stock Option (Right to Buy)	$21.10	2020-02-02	Common Stock (100000)	100000	Direct
Employee Stock Option (Right to Buy)	$20.80	2020-06-13	Common Stock (40000)	40000	Direct
Employee Stock Option (Right to Buy)	$35.32	2021-02-03	Common Stock (100000)	100000	Direct
Employee Stock Option (Right to Buy)	$33.15	2021-04-26	Common Stock (40000)	40000	Direct
Employee Stock Option (Right to Buy)	$31.31	2022-06-06	Common Stock (100000)	100000	Direct
Employee Stock Option (Right to Buy)	$32.54	2023-05-16	Common Stock (108510)	108510	Direct
Employee Stock Option (Right to Buy)	$32.52	2024-06-03	Common Stock (100000)	100000	Direct

Footnotes

F1: The shares are held by the Patrick and Emily Lo Revocable Trust dated 4-7-99.

F2: The shares are held by the education trusts of Mr. Lo's children. Mr. Lo is a co-trustee of each such trust.

F3: 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 October 28, 2014.

F4: 25% of the option grant is exercisable on 5/23/2007, and 1/48 of the option grant is exercisable each month thereafter.

F5: 100% of this grant option is exercisable on 3/11/05, the grant date. Shares underlying the option are restricted from transfer, with the restriction lapsing with respect to 25% of the shares on each subsequent anniversary of the grant date, so that all underlying shares will be free from transfer restrictions on 3/11/09.

F6: Previous total number of shares was reported incorrectly. 1358 shares remained before current transaction.

F7: 25% of the option grant is exercisable on 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter.

F8: 25% of the option grant is exercisable on 1/11/2009, and 1/48 of the option grant is exercisable each month thereafter.

F9: 25% of the option grant is exercisable on 1/16/2010, and 1/48 of the option grant is exercisable each month thereafter.

F10: 25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.

F11: 25% of the shares subject to the option shall vest twelve months 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.

F12: 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.

F13: 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.

F14: 25% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.

F15: 25% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.

F16: 25% of the options will be exercisable on 6/03/2015, and 1/48 of the option grant is exercisable each month thereafter.