X0201 4 2003-08-04 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 4444 LAKESIDE DRIVE BURBANK, CALIFORNIA 91505 0 0 1 0 0001234218 GOLD STANLEY P 4444 LAKESIDE DRIVE BURBANK, CALIFORNIA 91505 0 0 1 0 0000911312 SHAMROCK HOLDINGS OF CALIFORNIA INC 4444 LAKESIDE DRIVE BURBANK, CALIFORNIA 91505 0 0 1 0 0001085480 SHAMROCK HOLDINGS INC 4444 LAKESIDE DRIVE BURBANK, CALIFORNIA 91505 0 0 1 0 0001257167 SHAMROCK CAPITAL PARTNERS LLC 4444 LAKESIDE DRIVE BURBANK, CALIFORNIA 91505 0 0 1 0 Common Stock 2003-08-04 4 C 0 4597501 A 4597501 D Common Stock 2003-08-04 4 C 0 4597501 A 4597501 I See Common Stock 2003-08-04 4 X 0 198593 1.29 A 198593 I See Series A Preferred Stock 2003-08-04 4 C 0 2068809 0 D Common Stock 2068809 0 D Series C Preferred Stock 2003-08-04 4 C 0 2528692 0 D Common Stock 2528692 0 D Series A Preferred Stock 2003-08-04 4 C 0 2068809 0 D Common Stock 2068809 0 I See Series C Preferred Stock 2003-08-04 4 C 0 2528692 0 D Common Stock 2528692 0 I See Warrant (right to buy) 1.29 2003-08-04 4 X 0 218750 0 D 2003-08-04 Common Stock 218750 0 I See Upon the closing of the Issuer's initial public offering on August 4, 2003, each share of Series A and Series C Preferred Stock referenced in Table II below was automatically converted into one share of Issuer common stock (the "Shares"). Directly owned by Shamrock Capital Growth Fund, L.P. ("SCGF"). 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. Directly owned by Shamrock Capital Advisors, Inc. ("SCA"). These shares (the "Warrant Shares") were issued pursuant to the net exercise provisions of the warrant previously directly owned by SCA and referenced in Table II below. 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. Accordingly, Mr. Disney and Mr. Gold may be deemed the indirect beneficial owners of the Warrant Shares. Each of Disney and Gold disclaim beneficial ownership of the Warrant Shares 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 securities were exercisable immediately. These shares did not have an expiration date. SCGF directly owned prior to their conversion into the Shares on August 4, 2003. Previously directly owned by SCGF prior to their conversion into the Shares on August 4, 2003. 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 have been indirect beneficial owners of these securities. SCP, SHOC, Mr. Gold, SHI and Mr. Disney disclaim beneficial ownership of these securities 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 these securities for purposes of Section 16 or for any other purpose. Previously directly owned by SCA. The warrant was issued to and acquired by SCA on March 13, 2002 in consideration of services rendered to the Issuer. 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 or the Warrant Shares 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 warrant or the Warrant Shares for purposes of Section 16 or for any other purpose. Stephen D. Royer, as Executive Vice President of Shamrock Capital Partners, L.L.C., the General Partner of Shamrock Capital Growth Fund, L.P. 2003-08-06 Roy E. Disney 2003-08-06 Stanley P. Gold 2003-08-06 Stanley P. Gold, as President of Shamrock Holdings of California, Inc. 2003-08-06 Stanley P. Gold, as President of Shamrock Holdings, Inc. 2003-08-06 Stephen D. Royer, as Executive Vice President of Shamrock Capital Partners, L.L.C. 2003-08-06