SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LO PATRICK CS

(Last) (First) (Middle)
NETGEAR, INC.
350 E. PLUMERIA DR.

(Street)
SAN JOSE CA 95134

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NETGEAR, INC [ NTGR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/03/2015 G V 3,000 (1) D $0 128,750 I See footnote (2)
Common Stock 147,668 I See footnote (3)
Common Stock 11/02/2015 M (4) 5,900 A $22.68 133,034 D
Common Stock 11/02/2015 S (4) 5,900 D $41.09 127,134 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $22.68 11/02/2015 M (4) 5,900 (5) 05/23/2016 Common Stock 5,900 $0 35,100 D
Employee Stock Option (Right to Buy) $29.23 (6) 01/12/2017 Common Stock 100,000 100,000 D
Employee Stock Option (Right to Buy) $28.79 (7) 01/11/2018 Common Stock 100,000 100,000 D
Employee Stock Option (Right to Buy) $11.41 (8) 01/16/2019 Common Stock 90,000 90,000 D
Employee Stock Option (Right to Buy) $21.1 (9) 02/02/2020 Common Stock 100,000 100,000 D
Employee Stock Option (Right to Buy) $20.8 (10) 06/13/2020 Common Stock 40,000 40,000 D
Employee Stock Option (Right to Buy) $35.32 (11) 02/03/2021 Common Stock 100,000 100,000 D
Employee Stock Option (Right to Buy) $33.15 (12) 04/26/2021 Common Stock 40,000 40,000 D
Employee Stock Option (Right to Buy) $31.31 (13) 06/06/2022 Common Stock 100,000 100,000 D
Employee Stock Option (Right to Buy) $32.54 (14) 05/16/2023 Common Stock 108,510 108,510 D
Employee Stock Option (Right to Buy) $32.52 (15) 06/03/2024 Common Stock 100,000 100,000 D
Employee Stock Option (Right to Buy) $31.28 (16) 06/02/2025 Common Stock 100,000 100,000 D
Explanation of Responses:
1. 3,000 shares were gifted to a charitable fund.
2. The shares are held by the Patrick and Emily Lo Revocable Trust dated 4-7-99.
3. The shares are held by the education trusts of Mr. Lo's children. Mr. Lo is a co-trustee of each such trust.
4. 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 January 2, 2015.
5. 25% of the option grant is exercisable on 5/23/2007, and 1/48 of the option grant is exercisable each month thereafter.
6. 25% of the option grant is exercisable on 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter.
7. 25% of the option grant is exercisable on 1/11/2009, and 1/48 of the option grant is exercisable each month thereafter.
8. 25% of the option grant is exercisable on 1/16/2010, and 1/48 of the option grant is exercisable each month thereafter.
9. 25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.
10. 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.
11. 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.
12. 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.
13. 25% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.
14. 25% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.
15. 25% of the options will be exercisable on 6/03/2015, and 1/48 of the option grant is exercisable each month thereafter.
16. 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.
Remarks:
/s/ Andrew W. Kim, Attorney in Fact 11/04/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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