Netlist, Inc. — Director's Dealing 2012

Feb 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETLIST INC (NLST)
CIK: 0001282631
Period of Report: 2012-02-07

Reporting Person: SASAKI GAIL M (Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-07	Common Stock	M	10625	$0.29	Acquired	23750	Direct
2012-02-07	Common Stock	M	10000	$0.33	Acquired	33750	Direct
2012-02-07	Common Stock	S	10625	$4.0001	Disposed	23125	Direct
2012-02-07	Common Stock	S	10000	$4.0001	Disposed	13125	Direct
2012-02-07	Common Stock	S	3750	$4.0001	Disposed	9375	Direct
2012-02-08	Common Stock	M	13486	$0.33	Acquired	22861	Direct
2012-02-08	Common Stock	S	13486	$4.20	Disposed	9375	Direct
2012-02-09	Common Stock	M	7764	$0.33	Acquired	17139	Direct
2012-02-09	Common Stock	M	22343	$1.93	Acquired	39482	Direct
2012-02-09	Common Stock	S	7764	$4.20	Disposed	31718	Direct
2012-02-09	Common Stock	S	22343	$4.20	Disposed	9375	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-07	Employee Stock Option (Right to Buy)	$0.29	M	10625	Disposed	2018-11-20	Common Stock (10625)	Direct
2012-02-07	Employee Stock Option (Right to Buy)	$0.33	M	10000	Disposed	2019-06-10	Common Stock (10000)	Direct
2012-02-08	Employee Stock Option (Right to Buy)	$0.33	M	13486	Disposed	2019-06-10	Common Stock (13486)	Direct
2012-02-09	Employee Stock Option (Right to Buy)	$0.33	M	7764	Disposed	2019-06-10	Common Stock (7764)	Direct
2012-02-09	Employee Stock Option (Right to Buy)	$1.93	M	22343	Disposed	2017-09-04	Common Stock (22343)	Direct

Footnotes

F1: Sales reported were effected pursuant to a Rule 10b-5-1 trading plan previously adopted by the reporting person.

F2: Exercise of stock option and same day sale of underlying common shares pursuant to the Amended and Restated 2006 Equity Incentive Plan of Netlist, Inc.

F3: The option vests in sixteen (16) equal quarterly installments through November 14, 2012.

F4: The option vests in sixteen (16) equal quarterly installments through June 10, 2013.

F5: The option vested in four (4) equal annual installments through September 4, 2011 and is fully vested.