Sec Form 4 Filing - SOARES DAVID @ NETGEAR, INC - 2014-02-18

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
SOARES DAVID
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 and GM, RBU
(Last) (First) (Middle)
NETGEAR, INC., 350 E. PLUMERIA DR.
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2014
(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 02/18/2014 M( 8 ) 20,000 A $ 29.23 38,373 D
Common Stock 02/18/2014 S( 8 ) 20,000 D $ 34 18,373 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. Ownership 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) $ 29.23 02/18/2014 M( 8 ) 20,000 ( 1 ) 01/12/2017 Common Stock 20,000 $ 0 0 D
Employee Stock Option (Right to Buy) $ 21.1 ( 2 ) 02/02/2020 Common Stock 1,250 1,250 D
Employee Stock Option (Right to Buy) $ 20.8 ( 3 ) 06/13/2020 Common Stock 2,334 2,334 D
Employee Stock Option (Right to Buy) $ 35.32 ( 4 ) 02/03/2021 Common Stock 20,000 20,000 D
Employee Stock Option (Right to Buy) $ 33.15 ( 5 ) 04/26/2021 Common Stock 3,400 3,400 D
Employee Stock Option (Right to Buy) $ 31.31 ( 6 ) 06/06/2022 Common Stock 20,000 20,000 D
Employee Stock Option (Right to Buy) $ 32.54 ( 7 ) 05/16/2023 Common Stock 20,000 20,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SOARES DAVID
NETGEAR, INC.
350 E. PLUMERIA DR.
SAN JOSE, CA95134
SVP and GM, RBU
Signatures
/s/ Andrew W. Kim, Attorney in Fact 02/20/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )25% of the option grant is exercisable on 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter.
( 2 )25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.
( 3 )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.
( 4 )25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.
( 5 )25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.
( 6 )25% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.
( 7 )25% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.
( 8 )The exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 21, 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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