NETGEAR, INC. — Director's Dealing 2016

Jun 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2016-06-07

Reporting Person: WERDANN MICHAEL A (SVP of Worldwide Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-07	Common Stock	M	625	$31.31	Acquired	29624	Direct
2016-06-07	Common Stock	M	750	$32.54	Acquired	30374	Direct
2016-06-07	Common Stock	M	750	$32.52	Acquired	31124	Direct
2016-06-07	Common Stock	S	2125	$45.53	Disposed	28999	Direct
2016-06-07	Common Stock	S	2565	$45.54	Disposed	26434	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-07	Employee Stock Option (Right to Buy)	$32.52	M	750	Disposed	2024-06-03	Common Stock (750.0)	Direct
2016-06-07	Employee Stock Option (Right to Buy)	$32.54	M	750	Disposed	2023-05-06	Common Stock (750.0)	Direct
2016-06-07	Employee Stock Option (Right to Buy)	$31.31	M	625	Disposed	2022-06-06	Common Stock (625.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$38.01	2021-05-24	Common Stock (0.0)	0	Direct
Employee Stock Option (Right to Buy)	$35.32	2021-02-03	Common Stock (0.0)	0	Direct
Employee Stock Option (Right to Buy)	$33.15	2021-04-26	Common Stock (0.0)	0	Direct
Employee Stock Option (Right to Buy)	$31.28	2025-06-02	Common Stock (18000.0)	18000	Direct
Employee Stock Option (Right to Buy)	$39.53	2026-03-24	Common Stock (18000.0)	18000	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 February 8, 2016.

F2: 25% of the option grant is exercisable on 6/3/2015, and 1/48 of the option grant is exercisable each month thereafter.

F3: 25% of the option grant is exercisable on 5/24/2012, and 1/48 of the option grant is exercisable each month thereafter.

F4: 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.

F5: 25% of the option grant is exercisable on 5/6/2014, 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 6/2/2016, and 1/48 of the option grant is exercisable each month thereafter.

F9: 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.