Netlist, Inc. — Director's Dealing 2011

Apr 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETLIST INC (NLST)
CIK: 0001282631
Period of Report: 2011-03-08

Reporting Person: Hong Chun K (Director, President, CEO and Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-08	Common Stock	F	5260	$2.37	Disposed	2558904	Direct
2011-03-30	Common Stock	S	100000	$3.00	Disposed	2700000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-17	Employee Stock Option (Right to Buy)	$2.21	A	300000	Acquired	2021-03-17	Common Stock (300000)	Direct

Footnotes

F1: Represents shares being withheld by issuer to satisfy tax withholding obligations associated with the vesting of restricted stock.

F2: Sales reported were effected pursuant to a Rule 10b-5-1 trading plan previously adopted by the reporting person.

F3: The option vests in sixteen (16) equal quarterly installments through March 17, 2015.