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: McHugh John (SVP & GM, CBU)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-27	Common Stock	A	1243	$57	Acquired	27676	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$33.4	2023-07-18	Common Stock (20000.0)	20000	Direct
Employee Stock Option (Right to Buy)	$32.52	2024-06-03	Common Stock (25000.0)	25000	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: 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.

F2: Includes 312 shares acquired under the NETGEAR, Inc. Employee Stock Purchase Plan

F3: 25% of the option grant is exerciseable on 7/8/2014, and 1/48 of the option grant is exercisable each month thereafter.

F4: 25% of the option grant is exerciseable on 6/3/2015, and 1/48 of the option grant is exerciseable 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.