NETGEAR, INC. — Director's Dealing 2016

Nov 2, 2016

SEC Form 4/A — Form 4/A

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2016-10-28

Reporting Person: Gorjanc Christine Marie (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-28	Common Stock	M	24697	$31.31	Acquired	100101	Direct
2016-10-28	Common Stock	M	8750	$31.28	Acquired	108851	Direct
2016-10-31	Common Stock	M	303	$31.31	Acquired	109154	Direct
2016-10-31	Common Stock	M	11250	$32.52	Acquired	120404	Direct
2016-10-28	Common Stock	S	24697	$50.17	Disposed	95707	Direct
2016-10-28	Common Stock	S	8750	$50.81	Disposed	86957	Direct
2016-10-28	Common Stock	S	5304	$50.81	Disposed	81653	Direct
2016-10-31	Common Stock	S	303	$50.08	Disposed	81350	Direct
2016-10-31	Common Stock	S	11250	$50.07	Disposed	70100	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-28	Employee Stock Option (Right to Buy)	$31.31	M	24697	Disposed	2022-06-06	Common Stock (24697.0)	Direct
2016-10-31	Employee Stock Option (Right to Buy)	$31.31	M	303	Disposed	2022-06-06	Common Stock (303.0)	Direct
2016-10-31	Employee Stock Option (Right to Buy)	$32.52	M	11250	Disposed	2024-06-03	Common Stock (11250.0)	Direct
2016-10-28	Employee Stock Option (Right to Buy)	$31.28	M	8750	Disposed	2025-06-02	Common Stock (8750.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$29.23	2017-01-12	Common Stock (0.0)	0	Direct
Employee Stock Option (Right to Buy)	$28.79	2018-01-11	Common Stock (24000.0)	24000	Direct
Employee Stock Option (Right to Buy)	$35.32	2021-02-03	Common Stock (25000.0)	25000	Direct
Employee Stock Option (Right to Buy)	$33.15	2021-04-26	Common Stock (6000.0)	6000	Direct
Employee Stock Option (Right to Buy)	$32.54	2023-05-16	Common Stock (30000.0)	30000	Direct
Employee Stock Option (Right to Buy)	$39.53	2026-03-24	Common Stock (35000.0)	35000	Direct

Footnotes

F1: Amended file is to fix the date of Rule 10b5-1 trading plan. 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 August 26, 2016.

F2: 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.

F3: 25% of the option grant is exercisable on 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter.

F4: 25% of the option grant is exercisable on 1/11/2009, and 1/48 of the option grant is exercisable each month thereafter.

F5: 25% of the option grant is exercisable on 2/3/2012, 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 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.

F9: 25% of the options will be exercisable on 6/03/2015, and 1/48 of the option grant is exercisable each month thereafter.

F10: 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.