NETGEAR, INC. — Director's Dealing 2015

Dec 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2015-12-02

Reporting Person: Gorjanc Christine Marie (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-02	Common Stock	M	5000	$29.23	Acquired	68600	Direct
2015-12-02	Common Stock	S	5000	$45	Disposed	63600	Direct
2015-12-02	Common Stock	M	12000	$28.79	Acquired	75600	Direct
2015-12-02	Common Stock	S	12000	$45.08	Disposed	63600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-02	Employee Stock Option (Right to Buy)	$29.23	M	5000	Disposed	2017-01-12	Common Stock (5000.0)	Direct
2015-12-02	Employee Stock Option (Right to Buy)	$28.79	M	12000	Disposed	2018-01-11	Common Stock (12000.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$35.32	2021-02-03	Common Stock (25000.0)	25000	Direct
Employee Stock Option (Right to Buy)	$33.15	2021-04-26	Common Stock (6000.0)	6000	Direct
Employee Stock Option (Right to Buy)	$31.31	2022-06-06	Common Stock (25000.0)	25000	Direct
Employee Stock Option (Right to Buy)	$32.54	2023-05-16	Common Stock (30000.0)	30000	Direct
Employee Stock Option (Right to Buy)	$32.52	2024-06-03	Common Stock (30000.0)	30000	Direct
Employee Stock Option (Right to Buy)	$31.28	2025-06-02	Common Stock (30000.0)	30000	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 August 28, 2015.

F2: The price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold. Upon request from the Commission staff, the Issuer, or a security holders of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

F3: 25% of the option grant is exercisable on 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter.

F4: 25% of the option grant is exercisable on 1/11/2009, and 1/48 of the option grant is 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 exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.

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

F9: 25% of the options will be exercisable on 6/03/2015, 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.