Sec Form 4 Filing - FALCON MICHAEL F @ NETGEAR, INC - 2014-01-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
FALCON MICHAEL F
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
X __ Officer (give title below) _____ Other (specify below)
SVP, WW Ops and Support
(Last) (First) (Middle)
NETGEAR, INC., 350 E. PLUMERIA DR.
3. Date of Earliest Transaction (MM/DD/YY)
01/27/2014
(Street)
SAN JOSE, CA95134
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/27/2014 M( 7 ) 531 A $ 20.8 19,531 D
Common Stock 01/27/2014 S( 7 ) 531 D $ 32.6 19,000 D
Common Stock 01/27/2014 M( 7 ) 625 A $ 21.1 19,625 D
Common Stock 01/27/2014 S( 7 ) 625 D $ 33 19,000 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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. Own ership Form of Derivative Security: 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) $ 21.1 01/27/2014 M( 7 ) 625 ( 1 ) 02/02/2020 Common Stock 625 $ 0 1,667 D
Employee Stock Option (Right to Buy) $ 20.8 01/27/2014 M( 7 ) 531 ( 2 ) 06/13/2020 Common Stock 531 $ 0 2,834 D
Employee Stock Option (Right to Buy) $ 35.32 ( 3 ) 02/03/2021 Common Stock 20,000 20,000 D
Employee Stock Option (Right to Buy) $ 33.15 ( 4 ) 04/26/2021 Common Stock 3,400 3,400 D
Employee Stock Option (Right to Buy) $ 31.31 ( 5 ) 06/06/2022 Common Stock 20,000 20,000 D
Employee Stock Option (Right to Buy) $ 32.54 ( 6 ) 05/16/2023 Common Stock 25,000 25,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FALCON MICHAEL F
NETGEAR, INC.
350 E. PLUMERIA DR.
SAN JOSE, CA95134
SVP, WW Ops and Support
Signatures
/s/ Andrew W. Kim, Attorney in Fact 01/27/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.
( 2 )25% of the shares subject to the option shall vest on 6/13/2011, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the optionee continuing to be a service provider on such dates.
( 3 )25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.
( 4 )25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.
( 5 )25% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.
( 6 )25% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.
( 7 )The exercise and sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 1, 2013

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).
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