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*
PEQUOT CAPITAL MANAGEMENT INC

(Last) (First) (Middle)
500 NYALA FARM ROAD

(Street)
WESTPORT CT 06880

(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)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 1
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 11/01/2006 M 15,000(1)(3) A $18.97 15,000(1)(3) D
Common Stock 11/01/2006 M 15,000(1)(2) A $12.75 30,000(1)(2) D
Common Stock 11/01/2006 S 30,000(1) D $26.2039 0(1) 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
Stock Option (Right-to-buy) $18.97 11/01/2006 M 15,000(1)(3) (3) 05/18/2015 Common Stock 15,000(1)(3) (3) 0(1)(3) D
Stock Option (Right-to-buy) $12.75 11/01/2006 M 15,000(1)(2) (2) 06/16/2014 Common Stock 15,000(1)(2) (2) 0(1)(2) D
1. Name and Address of Reporting Person*
PEQUOT CAPITAL MANAGEMENT INC

(Last) (First) (Middle)
500 NYALA FARM ROAD

(Street)
WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 1
1. Name and Address of Reporting Person*
ROSSMAN GREGORY J

(Last) (First) (Middle)
500 NYALA FARM ROAD

(Street)
WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Gregory J. Rossmann is an employee of Pequot Capital Management, Inc. ("Pequot") and serves on the Board of Directors of the Issuer. Pequot is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940 and disclaims any obligation to file this report. Pequot also disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Pequot is, for the purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such securities.
2. Gregory J. Rossmann received an option to purchase 15,000 shares of Common Stock of the Issuer (the "2004 Option") as compensation for his service as a director on the Board of Directors of the Issuer on June 14, 2004. The 2004 Option is 100% vested and became exercisable on June 16, 2005 at an exercise price of $12.75.
3. Gregory J. Rossmann received an option to purchase 15,000 shares of Common Stock of the Issuer (the "2005 Option") as compensation for his service as a director on the Board of Directors of the Issuer on May 18, 2005. The 2005 Option is 100% vested and became exercisable on May 23, 2006 at an exercise price of $18.97.
Aryeh Davis, GC & COO, Pequot Capital Management, Inc. 11/03/2006
Gregory J. Rossmann, Director (1) 11/03/2006
** 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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