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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NETGEAR, INC [ NTGR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/23/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/23/2008 | M | 1,000(12) | A | $0 | 7,332(13) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $15.35 | (11) | 03/11/2015 | Common Stock | 8,750 | 8,750 | D | ||||||||
Employee Stock Option (Right to Buy) | $14.79 | (1) | 02/26/2014 | Common Stock | 1,667 | 1,667 | D | ||||||||
Employee Stock Option (Right to Buy) | $9.26 | (2) | 07/23/2014 | Common Stock | 2,501 | 2,501 | D | ||||||||
Employee Stock Option (Right to Buy) | $22.68 | (3) | 05/23/2016 | Common Stock | 10,000 | 10,000 | D | ||||||||
Restricted Stock Units | (4) | 05/23/2008 | M | 1,000 | (5) | (6) | Common Stock | 1,000 | (6) | 2,000 | D | ||||
Employee Stock Option (right to buy) | $29.23 | (7) | 01/12/2017 | Common Stock | 20,000 | 20,000 | D | ||||||||
Restricted Stock Units | (4) | (8) | (6) | Common Stock | 5,625 | 5,625 | D | ||||||||
Employee Stock Option (right to buy) | $28.79 | (9) | 01/11/2018 | Common Stock | 20,000 | 20,000 | D | ||||||||
Restricted Stock Units | (4) | (10) | (6) | Common Stock | 8,000 | 8,000 | D |
Explanation of Responses: |
1. 25% of the option grant is exercisable on 02/26/2005, and 1/48 of the option grant is exercisable each month thereafter. |
2. 25% of the option grant is exercisable on 07/23/2005, and 1/48 of the option grant is exercisable each month thereafter. |
3. 25% of the option grant is exercisable on 05/23/2007, and 1/48 of the option grant is exercisable each month thereafter. |
4. Converts to common stock on a one-for-one basis. |
5. Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 5/23/06, the vest start date, so that all of the units will have vested on 5/23/10. |
6. Not applicable. |
7. 25% of the option grant is exercisable on 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter. |
8. Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 1/12/2007, the vest start date, so that all of the units will have vested on 1/12/2011. |
9. 25% of the option grant is exercisable on 1/11/2009, and 1/48 of the option grant is exercisable each month thereafter. |
10. Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 1/11/2008, the vest start date, so that all of the units will have vested on 1/11/2012. |
11. 100% of this option grant is exercisable on 3/11/05, the grant date. Shares underlying the option are restricted from transfer, with the restriction lapsing with respect to 25% of the shares on each subsequent anniversary of the grant date, so that all underlying shares will be free from transfer restrictions on 3/11/09. |
12. Acquired pursuant to the vesting of restricted stock units which converts to common stock on a one-for-one basis. |
13. Includes 908 shares acquired under the NETGEAR, Inc. Employee Stock Purchase Plan on January 31, 2008. |
/s/ David Soares | 05/28/2008 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |