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: McHugh John (SVP & GM, CBU)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-02	Common Stock	A	7000	$0.00	Acquired	23060	Direct
2015-06-03	Common Stock	F	645	$31.45	Disposed	23790	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	25000	Acquired	2025-06-02	Common Stock (25000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$33.40	2023-07-18	Common Stock (20000)	20000	Direct
Employee Stock Option (Right to Buy)	$32.52	2024-06-03	Common Stock (25000)	25000	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: Includes 1375 shares acquired under the NETGEAR, Inc. Employee Stock Purchase Plan.

F3: 25% of the option grant is exerciseable on 7/8/2014, and 1/48 of the option grant is exercisable each month thereafter.

F4: 25% of the option grant is exerciseable on 6/3/2015, and 1/48 of the option grant is exerciseable each month thereafter.

F5: 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.