X0201 4 2003-08-04 0 0001122904 NETGEAR INC NTGR 0001256314 ROYER STEPHEN D 4444 LAKESIDE DRIVE BURBANK CA 91505 1 0 1 0 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 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 198593 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 was automatically converted into one share of Issuer common stock (the "Shares"). Directly owned by Shamrock Capital Growth Fund, L.P. ("SCGF"). Shamrock Capital Partners, L.L.C. ("Shamrock Capital Partners") is the General Partner of SCGF. The reporting person is Executive Vice President and a member of Shamrock Capital Partners and may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), to be the indirect beneficial owner of the Shares and a "ten percent holder" hereunder. The reporting person disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Directly owned by Shamrock Capital Advisors, Inc. ("SCA"). These shares of Issuer common stock (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. The reporting person is a Managing Director of SCA and may be deemed for purposes of Section 16 to be the indirect beneficial owner of the Warrant Shares. The reporting person disclaims beneficial ownership of the Warrant Shares except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner 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 these shares of Series A and Series C Preferred Stock of the Issuer prior to their conversion into the Shares on August 4, 2003. SCA directly owned this warrant and the right to acquire the underlying Issuer common stock pursuant to the terms of the warrant prior to its exercise on August 4, 2003. The warrant was issued to and acquired by SCA on March 13, 2002 in consideration of services rendered to the Issuer. /s/ Stephen D. Royer 2003-08-06