NETGEAR, INC. — Director's Dealing 2019

Jan 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2018-12-31

Reporting Person: FALCON MICHAEL F (SVP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-31	Common Stock	A	10000	—	Acquired	50805	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$31.28	2025-06-02	Common Stock (9375.0)	9375	Direct
Employee Stock Option (Right to Buy)	$39.53	2026-03-24	Common Stock (8334.0)	8334	Direct
Employee Stock Option (Right to Buy)	$42.7	2027-06-01	Common Stock (21500.0)	21500	Direct
Common Stock	$70.15	2028-01-25	Common Stock (25000.0)	25000	Direct

Footnotes

F1: The vesting of this performance-based RSU was based on the effective date of the 100% spin-off of Arlo Technologies, Inc. from NETGEAR, Inc. (the "Spin"). Because the Spin was completed on December 31, 2018 (prior to the July 31, 2019 performance deadline established at the time of grant), this RSU shall vest, in whole or in part, in accordance with the following schedule: 1/4 each year on the anniversary of August 1, 2018, subject to the recipient continuing to be a Service Provider on such dates.

F2: 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.

F3: 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.