NETGEAR, INC. — Director's Dealing 2017

Jan 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2017-01-27

Reporting Person: LO PATRICK CS (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-27	Common Stock	A	5486	$57	Acquired	152983	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	123365	Indirect
Common Stock	147668	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$28.79	2018-01-11	Common Stock (64600.0)	64600	Direct
Employee Stock Option (Right to Buy)	$11.41	2019-01-16	Common Stock (86000.0)	86000	Direct
Employee Stock Option (Right to Buy)	$21.1	2020-02-02	Common Stock (100000.0)	100000	Direct
Employee Stock Option (Right to Buy)	$20.8	2020-06-13	Common Stock (40000.0)	40000	Direct
Employee Stock Option (Right to Buy)	$35.32	2021-02-03	Common Stock (100000.0)	100000	Direct
Employee Stock Option (Right to Buy)	$33.15	2021-04-26	Common Stock (40000.0)	40000	Direct
Employee Stock Option (Right to Buy)	$31.31	2022-06-06	Common Stock (100000.0)	100000	Direct
Employee Stock Option (Right to Buy)	$32.54	2023-05-16	Common Stock (108510.0)	108510	Direct
Employee Stock Option (Right to Buy)	$32.52	2024-06-03	Common Stock (100000.0)	100000	Direct
Employee Stock Option (Right to Buy)	$31.28	2025-06-02	Common Stock (100000.0)	100000	Direct
Employee Stock Option (Right to Buy)	$39.53	2026-03-24	Common Stock (115000.0)	115000	Direct

Footnotes

F1: The shares are held by the Patrick and Emily Lo Revocable Trust dated 4-7-99.

F2: The shares are held by the education trusts of Mr. Lo's children. Mr. Lo is a co-trustee of each such trust.

F3: Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. 80% will vest after year 1, 10% after year 2, and 10% after year 3.

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 1/16/2010, and 1/48 of the option grant is exercisable each month thereafter.

F6: 25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.

F7: 25% of the shares subject to the option shall vest twelve months 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.

F8: 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.

F9: 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.

F10: 25% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.

F11: 25% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.

F12: 25% of the options will be exercisable on 6/03/2015, and 1/48 of the option grant is exercisable each month thereafter.

F13: 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.