SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Clegg Michael

(Last)

(First)

(Middle)

C/O NETGEAR, INC.

350 EAST PLUMERIA DRIVE

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2011

3. Issuer Name and Ticker or Trading Symbol
NETGEAR, INC [ NTGR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and GM, SPBU

5. If Amendment, Date of Original Filed (Month/Day/Year)
05/09/2011

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	11,402⁽⁷⁾⁽⁸⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽¹⁾	01/11/2018	Common Stock	2,813	$28.79	D
Employee Stock Option (Right to Buy)	⁽²⁾	01/16/2019	Common Stock	6,563	$11.41	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/02/2020	Common Stock	10,313	$21.1	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	06/13/2020	Common Stock	8,000	$20.8	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	02/03/2021	Common Stock	20,000	$35.32	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	04/26/2021	Common Stock	3,400	$33.15	D

Explanation of Responses:

1. 312.5 options are exercisable on the 11th day of each month, such that all options are exercisable by 1/11/2012.

2. 312.5 options are exercisable on the 16th day of each month, such that all options are exercisable by 1/16/2013.

3. 312.5 options are exercisable on the 2nd day of each month, such that all options are exercisable by 2/2/2014.

4. 25% of the options will be exercisable on 6/13/2011, and 1/48 of the options is exercisable each month thereafter.

5. 25% of the options will be exercisable on 2/3/2012, and 1/48 of the options is exercisable each month thereafter.

6. 25% of the options will be exercisable on 4/26/2012, and 1/48 of the options is exercisable each month thereafter.

7. 9,800 shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. 1,000 units will vest on each of 1/11/2012, 1/16/2012 and 1/16/2013; and 1,700 units will vest on each of 4/26/2012, 4/26/2013, 4/26/2014 and 4/26/2015.

8. This Form 3 Amendment is being filed to correct the amount of shares owned, from the incorrect prior amount of 9,800 to the correct amount of 11,402.

	/s/ Andrew W. Kim, Attorney in Fact	05/11/2011
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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