NETGEAR, INC. — Director's Dealing 2015

May 15, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2015-05-15

Reporting Person: GODWIN A TIMOTHY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-15	Common Stock	M	10000	$18.97	Acquired	16150	Direct
2015-05-15	Common Stock	S	10000	$31.04	Disposed	6150	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-15	Director Stock Option (right to buy)	$18.97	M	10000	Disposed	2015-05-18	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	48815	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Director Stock Option (right to buy)	$14.75	2019-06-02	Common Stock (1800)	1800	Direct

Footnotes

F1: The exercise and sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on February 9, 2015.

F2: The price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $30.96 to $31.15 per share. Upon request from the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

F3: 100% of this grant option is exercisable on 5/18/2005, the grant date. Shares underlying the option are restricted from transfer, with the restriction lapsing on the date of the Issuer's 2006 Annual Meeting of Stockholders, which was held on May 23, 2006.

F4: This option was granted under the NETGEAR, Inc. 2006 Long-Term Incentive Plan. The option becomes exercisable in full on the date of the Issuer's 2010 Annual Meeting of Stockholders.