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.
4500 GREAT AMERICA PARKWAY

(Street)
SANTA CLARA CA 95054

(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)
01/11/2008
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 31,406 I See footnote(1)
Common Stock 206,141 I See footnote(2)
Common Stock 16,236 I See footnote(3)
Common Stock 7,566 D
Common Stock(12) 01/12/2008 M 5,000 A $0 5,000 D
Common Stock 01/12/2008 D 1,978 D $28.79 3,022 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) $15.35 (5) 03/11/2015 Common Stock 94,100 94,100 D
Employee Stock Option (Right to Buy) $22.68 (6) 05/23/2016 Common Stock 100,000 100,000 D
Restricted Stock Units (7) (8) (9) Common Stock 9,000 9,000 D
Employee Stock Option (right to buy) $4.51 (4) 04/03/2010 Common Stock 198,073 228,073 D
Employee Stock Option (right to buy) $29.23 (10) 01/12/2017 Common Stock 100,000 100,000 D
Restricted Stock Units (7) 01/12/2008 M 5,000 (11) (9) Common Stock 5,000 (9) 15,000 D
Employee Stock Option (right to buy) $28.79 01/11/2008 A 100,000 (13) 01/11/2018 Common Stock 100,000 $28.79 100,000 D
Restricted Stock Units (7) 01/11/2008 A 20,000 (14) (9) Common Stock 20,000 (9) 20,000 D
Explanation of Responses:
1. The shares are held by the Patrick C.S. Lo Grantor Retained Annuity Trust.
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 trust of Mr. Lo's children, of which Mr. Lo is a co-trustee.
4. 25% of the option grant is exercisable on 4/3/2001, and 1/48 of the option grant is exercisable each month thereafter.
5. 100% of this option grant is exercisable on 3/11/05, the grant date. Shares underlying the option are restricted from transfer, with the restriction lapsing with respect to 25% of the shares on each subsequent anniversary of the grant date, so that all underlying shares will be free from transfer restrictions on 3/11/09.
6. 25% of the option grant is exercisable on 5/23/2007, and 1/48 of the option grant is exercisable each month thereafter.
7. Converts to common stock on an one for one basis.
8. Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 5/23/06, the vest start date, so that all of the units will have vested on 5/23/10.
9. Not applicable.
10. 25% of the option grant is exercisable on 1/12/08, and 1/48 of the option grant is exercisable each month thereafter.
11. Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 1/12/07, the vest start date, so that all of the units will have vested on 1/12/11.
12. Acquired pursuant to the vesting of restricted stock units which converts to common stock on a one-for-one basis.
13. 25% of the option grant is exercisable on 1/11/09, and 1/48 of the option grant is exercisable each month thereafter.
14. Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 1/11/08, the vest start date, so that all of the units will have vested on 1/11/12.
/s/ Patrick C.S. Lo 01/15/2008
** 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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