NETGEAR, INC. — Director's Dealing 2017

Jun 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2017-06-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-01	Common Stock	A	10000	—	Acquired	30894	Direct
2017-06-03	Common Stock	F	466	$43.35	Disposed	30428	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-01	Director Stock Option (right to buy)	$42.7	A	18000	Acquired	2027-06-01	Common Stock (18000.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$32.54	2023-05-06	Common Stock (1125.0)	1125	Direct
Employee Stock Option (Right to Buy)	$32.52	2024-06-03	Common Stock (6000.0)	6000	Direct
Employee Stock Option (Right to Buy)	$31.28	2025-06-02	Common Stock (10500.0)	10500	Direct
Employee Stock Option (Right to Buy)	$39.53	2026-03-24	Common Stock (18000.0)	18000	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, 2017, subject to the recipient continuing to be a Service Provider on such dates.

F2: 25% of the option grant is exercisable on 5/6/2014, and 1/48 of the option grant is exercisable each month thereafter.

F3: 25% of the option grant is exercisable on 6/3/2015, and 1/48 of the option grant is exercisable each month thereafter.

F4: 25% of the option grant is exercisable on 6/2/2016, and 1/48 of the option grant is exercisable 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.

F6: 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, June 1, 2017, 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.