NETGEAR, INC. — Director's Dealing 2015

Jul 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2015-07-24

Reporting Person: Kim Andrew Wonki (SVP, Legal and Corp. Dev.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-24	Common Stock	M	4063	$21.10	Acquired	27415	Direct
2015-07-24	Common Stock	M	2834	$20.80	Acquired	23352	Direct
2015-07-24	Common Stock	S	6897	$32.00	Disposed	20518	Direct
2015-07-24	Common Stock	S	4768	$32.00	Disposed	15750	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-24	Employee Stock Option (Right to Buy)	$21.10	M	4063	Disposed	2020-02-02	Common Stock (4063)	Direct
2015-07-24	Employee Stock Option (Right to Buy)	$20.80	M	2834	Disposed	2020-06-13	Common Stock (2834)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$18.59	2018-06-03	Common Stock (0)	0	Direct
Employee Stock Option (Right to Buy)	$35.32	2021-02-03	Common Stock (15000)	15000	Direct
Employee Stock Option (Right to Buy)	$33.15	2021-04-26	Common Stock (1600)	1600	Direct
Employee Stock Option (Right to Buy)	$31.31	2022-06-06	Common Stock (15000)	15000	Direct
Employee Stock Option (Right to Buy)	$32.54	2023-05-16	Common Stock (25000)	25000	Direct
Employee Stock Option (Right to Buy)	$32.52	2024-06-03	Common Stock (25000)	25000	Direct
Employee Stock Option (Right to Buy)	$31.28	2025-06-02	Common Stock (25000)	25000	Direct

Footnotes

F1: 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 May 8, 2015.

F2: 25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.

F3: 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.

F4: This option becomes exercisable as to 1/4 of the shares on the first anniversary of the vesting commencement date of March 31, 2008, and 1/48th of the shares become exercisable each month thereafter.

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

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

F7: 25% of the option grant is exerciseable on 6/6/2013, and 1/48 of the option grant is exerciseable each month thereafter.

F8: 25% of the option grant is exerciseable on 5/16/2014, and 1/48 of the option grant is exerciseable each month thereafter.

F9: 25% of the option grant is exercisable on 6/3/2015, and 1/48 of the option grant is exercisable each month thereafter.

F10: 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.