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: FALCON MICHAEL F (SVP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-07	Common Stock	M	430	$32.52	Acquired	36693	Direct
2016-06-07	Common Stock	M	11459	$32.54	Acquired	48152	Direct
2016-06-07	Common Stock	S	11889	$46	Disposed	36263	Direct
2016-06-08	Common Stock	M	3400	$33.15	Acquired	39663	Direct
2016-06-08	Common Stock	S	3400	$47	Disposed	36263	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-08	Employee Stock Option (Right to Buy)	$33.15	M	3400	Disposed	2021-04-26	Common Stock (3400.0)	Direct
2016-06-07	Employee Stock Option (Right to Buy)	$32.54	M	11459	Disposed	2023-05-16	Common Stock (11459.0)	Direct
2016-06-07	Employee Stock Option (Right to Buy)	$32.52	M	430	Disposed	2024-06-03	Common Stock (430.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$21.1	2020-02-02	Common Stock (0.0)	0	Direct
Employee Stock Option (Right to Buy)	$20.8	2020-06-13	Common Stock (0.0)	0	Direct
Employee Stock Option (Right to Buy)	$35.32	2021-02-03	Common Stock (20000.0)	20000	Direct
Employee Stock Option (Right to Buy)	$31.31	2022-06-06	Common Stock (0.0)	0	Direct
Employee Stock Option (Right to Buy)	$31.28	2025-06-02	Common Stock (25000.0)	25000	Direct
Employee Stock Option (Right to Buy)	$39.53	2026-03-24	Common Stock (25000.0)	25000	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 26, 2016.

F2: 25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.

F3: 25% of the shares subject to the option shall vest on 6/13/2011, and 1/48th 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.

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 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.

F6: 25% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.

F7: 25% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.

F8: 25% of the options will be exercisable on 6/03/2015, 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.