SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LO PATRICK CS

(Last) (First) (Middle)
350 E. PLUMERIA DR.

(Street)
SAN JOSE CA 95134

(City) (State) (Zip)
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)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 147,668 I See footnote(1)
Common Stock 278,468 I See footnote(2)
Common Stock 01/31/2021 F 3,752 D $41.39 95,868 D
Common Stock 02/01/2021 M(3) 9,250 A $23.48 105,118 D
Common Stock 02/01/2021 S(3) 9,250 D $41.87(4) 95,868 D
Common Stock 02/01/2021 M(3) 8,278 A $18.58 104,146 D
Common Stock 02/01/2021 S(3) 8,278 D $41.88(4) 95,868 D
Common Stock 02/01/2021 M(3) 8,278 A $19.32 104,146 D
Common Stock 02/01/2021 S(3) 8,278 D $41.9(4) 95,868 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $20.98 (5) 02/03/2021 Common Stock 613 613 D
Employee Stock Option (Right to Buy) $19.69 (6) 04/26/2021 Common Stock 245 245 D
Employee Stock Option (Right to Buy) $18.6 (7) 06/06/2022 Common Stock 668 668 D
Employee Stock Option (Right to Buy) $19.33 (8) 05/16/2023 Common Stock 725 725 D
Employee Stock Option (Right to Buy) $19.32 02/01/2021 M(3) 8,278 (9) 06/03/2024 Common Stock 8,278 $0.00 83,444 D
Employee Stock Option (Right to Buy) $18.58 02/01/2021 M(3) 8,278 (10) 06/02/2025 Common Stock 8,278 $0.00 83,444 D
Employee Stock Option (Right to Buy) $23.48 02/01/2021 M(3) 9,250 (10) 03/24/2026 Common Stock 9,250 $0.00 96,500 D
Employee Stock Option (Right to Buy) $25.37 (11) 06/01/2027 Common Stock 115,000 115,000 D
Employee Stock Option (Right to Buy) $41.67 (10) 01/25/2028 Common Stock 115,000 115,000 D
Employee Stock Option (Right to Buy) $26.61 (10) 07/19/2029 Common Stock 175,200 175,200 D
Explanation of Responses:
1. The shares are held by the education trusts of Mr. Lo's children. Mr. Lo is a co-trustee of each such trust.
2. The shares are held by the Patrick and Emily Lo Revocable Trust dated 4-7-99
3. 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 July 30, 2020.
4. The price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold. Upon request from the Commission staff, the Issuer, or a security holders of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
5. 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.
6. 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.
7. 25% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.
8. 25% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter
9. 25% of the options will be exercisable on 6/03/2015, and 1/48 of the option grant is exercisable each month thereafter
10. This Option shall be exercisable, in whole or in part, in accordance with the following schedule: 25% of the Shares subject to the Option shall vest twelve months after the Vesting Start Date, and 1/48 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.
11. This Option shall be exercisable, in whole or in part, in accordance with the following schedule: 25% of the Shares subject to the Option shall vest twelve months after the Vesting Start Date, June 1, 2017, and 1/48 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
Remarks:
/s/ Andrew W. Kim, Attorney in Fact 02/02/2021
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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