NETGEAR, INC. — Director's Dealing 2018

Aug 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2018-08-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-01	Common Stock	M	4000	$11.41	Acquired	207279	Direct
2018-08-01	Common Stock	M	7142	$21.10	Acquired	214421	Direct
2018-08-01	Common Stock	M	2857	$20.80	Acquired	217278	Direct
2018-08-01	Common Stock	S	4000	$64.07	Disposed	213278	Direct
2018-08-01	Common Stock	S	7142	$64.05	Disposed	206136	Direct
2018-08-01	Common Stock	S	2857	$64.14	Disposed	203279	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-01	Employee Stock Option (Right to Buy)	$11.41	M	4000	Disposed	2019-01-16	Common Stock (4000.0)	Direct
2018-08-01	Employee Stock Option (Right to Buy)	$21.1	M	7142	Disposed	2020-02-02	Common Stock (7142.0)	Direct
2018-08-01	Employee Stock Option (Right to Buy)	$20.8	M	2857	Disposed	2020-06-13	Common Stock (2857.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	120048	Indirect
Common Stock	147668	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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
Employee Stock Option (Right to Buy)	$42.7	2027-06-01	Common Stock (115000.0)	115000	Direct
Common Stock	$70.15	2028-01-25	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: 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 9, 2017.

F4: 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 July 28, 2017.

F5: 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.

F6: 25% of the option grant is exercisable on 1/16/2010, and 1/48 of the option grant is exercisable each month thereafter.

F7: 25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.

F8: 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.

F9: 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.

F10: 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.

F11: 25% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.

F12: 25% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.

F13: 25% of the options will be exercisable on 6/03/2015, and 1/48 of the option grant is exercisable each month thereafter.

F14: 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.

F15: 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.