NETGEAR, INC. — Director's Dealing 2016

Jun 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2016-06-03

Reporting Person: Graham Jef (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-03	Common Stock	A	4394	—	Acquired	19120	Direct
2016-06-06	Common Stock	S	6393	$45.80	Disposed	12727	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Director Stock Option (right to buy)	$18.83	2015-07-01	Common Stock (0.0)	0	Direct
Director Stock Option (right to buy)	$14.75	2019-06-02	Common Stock (0.0)	0	Direct

Footnotes

F1: Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. 100% of the restricted stock units will vest on the date of the Issuer's 2017 Annual Meeting of Stockholders.

F2: 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 12, 2016.

F3: 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.

F4: This stock option becomes exercisable at a rate of 1/3rd of the option on each anniversary of 7/1/05, the grant date, such that the entire option will be exerciseable on the third anniversary of the grant date.

F5: The 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.