X0201 3 2003-07-30 0 0001122904 NETGEAR INC NTGR 0001135821 SHAMROCK CAPITAL GROWTH FUND LP 4444 LAKESIDE DR BURBANK CA 91505 0 0 1 0 0001234300 DISNEY ROY E 0 0 1 0 0001234218 GOLD STANLEY P 0 0 1 0 0000911312 SHAMROCK HOLDINGS OF CALIFORNIA INC 350 S GRAND AVE STE 3200 LOS ANGELES CA 900713459 0 0 1 0 0001085480 SHAMROCK HOLDINGS INC C/O SHAMROCK CAPTIAL ADVISORS INC 4444 LAKESIDE DRIVE BURBANK CA 91505 0 0 1 0 0001257167 SHAMROCK CAPITAL PARTNERS LLC 4444 LAKESIDE DR BURBANK CA 91505 0 0 1 0 Series A Preferred Stock Common Stock 2068809 D Series C Preferred Stock Common Stock 2528692 D Series A Preferred Stock Common Stock 2068809 I See Series C Preferred Stock Common Stock 2528692 I See Warrant (right to buy) 1.29 Common Stock 218750 I See These securities are exercisable immediately. Each share of Series A and Series C Preferred Stock will be automatically converted into one share of Issuer common stock upon the closing of the Issuer's initial public offering (the "IPO"). The closing of the IPO is expected to occur on or about August 4, 2003. Shamrock Capital Growth Fund, L.P. ("SCGF") directly owns these shares of Series A Preferred Stock and Series C Preferred Stock of the Issuer (the "Shares"). Directly owned by SCGF. Shamrock Capital Partners, L.L.C. ("SCP") is the General Partner of SCGF. Stanley P. Gold and Shamrock Holdings of California, Inc. ("SHOC") are each a Managing Member of SCP. SHOC is also a limited partner of SCGF. Shamrock Holdings, Inc. ("SHI") is the sole stockholder of SHOC. Roy E. Disney is the Chairman of the Board of Directors of SHI and may be deemed a controlling stockholder of both SHI and SHOC. Mr. Gold is a Director and President of both SHI and SHOC. Each of SCP, SHOC, Mr. Gold, SHI and Mr. Disney may be deemed for purposes of Section 16 of the Exchange Act of 1934, as amended, to be indirect beneficial owners of the Shares. SCP, SHOC, Mr. Gold, SHI and Mr. Disney disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such person is a beneficial owner of the Shares for purposes of Section 16 or for any other purpose. The Warrant expires and will no longer be exercisable as of the earlier of (i) March 13, 2007, (ii) the acquisition of the Issuer, other than in a transaction in which the holders of the voting securities of the Issuer outstanding immediately prior to such transaction continue to retain more than 50% of the total voting power of the Issuer or the surviving entity following such transaction, or a conveyance of all or a majority of the assets of the Issuer, in which the valuation of the Issuer is at least $300 million, or (iii) an initial public offering of the Issuer covering the offer and sale of the Issuer's common stock (provided the aggregate gross proceeds to the Issuer are not less than $35 million and the valuation of the Issuer is at least $250 million). Shamrock Capital Advisors, Inc. ("SCA") directly owns the Warrant. Mr. Disney is the Chairman of the Board of Directors of SCA and may be deemed a controlling stockholder of SCA. Mr. Gold is the President and a Managing Director of SCA and may be deemed a controlling stockholder of SCA. SCA provides management and advisory services to SCGF pursuant to a management agreement between SCGF and SCA. The advisory fees payable to SCA by SCGF will be reduced by a credit equal to 50% of the value SCA is deemed to receive upon exercise of the Warrant. SCGF, SCP, SHOC, SHI, Mr. Disney and Mr. Gold disclaim beneficial ownership of the Warrant and the shares of Issuer common stock issuable upon exercise of the Warrant except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such persons are beneficial owners of such securities for purposes of Section 16 or for any other purpose. These shares do not have an expiration date. Stephen D. Royer, as Executive Vice President of Shamrock Capital Partners, L.L.C., the General Partner of Shamrock Capital Growth Fund, L.P. 2003-07-30 Roy E. Disney 2003-07-30 Stanley P. Gold 2003-07-30 Stanley P. Gold, President of Shamrock Holdings of California, Inc. 2003-07-30 Stanley P. Gold, President of Shamrock Holdings, Inc. 2003-07-30 Stephen D. Royer, as Executive Vice President of Shamrock Capital Partners, L.L.C. 2003-07-30