0001041062-23-000158.txt : 20230906
0001041062-23-000158.hdr.sgml : 20230906
20230906125625
ACCESSION NUMBER: 0001041062-23-000158
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20230906
DATE AS OF CHANGE: 20230906
GROUP MEMBERS: BRANDES INVESTMENT PARTNERS, L.P.
GROUP MEMBERS: BRANDES WORLDWIDE HOLDINGS, L.P.
GROUP MEMBERS: CO-GP, LLC
GROUP MEMBERS: GLENN CARLSON
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: NETGEAR, INC.
CENTRAL INDEX KEY: 0001122904
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661]
IRS NUMBER: 770419172
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-79527
FILM NUMBER: 231238585
BUSINESS ADDRESS:
STREET 1: 350 EAST PLUMERIA DRIVE
CITY: SAN JOSE
STATE: CA
ZIP: 95134
BUSINESS PHONE: 4089078000
MAIL ADDRESS:
STREET 1: 350 EAST PLUMERIA DRIVE
CITY: SAN JOSE
STATE: CA
ZIP: 95134
FORMER COMPANY:
FORMER CONFORMED NAME: NETGEAR, INC
DATE OF NAME CHANGE: 20060828
FORMER COMPANY:
FORMER CONFORMED NAME: NETGEAR INC
DATE OF NAME CHANGE: 20000828
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: BRANDES INVESTMENT PARTNERS, LP
CENTRAL INDEX KEY: 0001015079
IRS NUMBER: 330704072
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 4275 EXECUTIVE SQUARE
STREET 2: 5TH FLOOR
CITY: LA JOLLA
STATE: CA
ZIP: 92037
BUSINESS PHONE: 8587550239
MAIL ADDRESS:
STREET 1: 4275 EXECUTIVE SQUARE
STREET 2: 5TH FLOOR
CITY: LA JOLLA
STATE: CA
ZIP: 92037
FORMER COMPANY:
FORMER CONFORMED NAME: BRANDES INVESTMENT PARTNERS LLC
DATE OF NAME CHANGE: 20021203
FORMER COMPANY:
FORMER CONFORMED NAME: BRANDES INVESTMENT PARTNERS L P
DATE OF NAME CHANGE: 19990325
SC 13G
1
Netgear_Inc.txt
13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1) *
Netgear Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
64111Q104
(CUSIP Number)
August 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[x] Rule 13d-1 (b)
[ ]Rule 13d-1(c)
[ ]Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of
that section of the ACT but shall be subject to all other provisions of
the Act (however, see the Notes).
SEC 1745 (3-98)
CUSIP No.64111Q104
1.
Names of Reporting Persons.
Brandes Investment Partners, L.P.
I.R.S. Identification Nos. of above persons (entities only).
33-0704072
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially owned by Each
Reporting Person With:
5.
Sole Voting Power
6.
Shared Voting Power
2,049,776
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
3,186,064
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,186,064
10.
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11.
Percent of Class Represented by Amount in Row (9)
10.84 %
12.
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No.64111Q104
1.
Names of Reporting Persons.
CO-GP, LLC
I.R.S. Identification Nos. of above persons (entities only).
73-1677697
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3.
SEC Use Only
4.
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially owned by Each
Reporting Person With:
5.
Sole Voting Power
6.
Shared Voting Power
2,049,776
7.
Sole Dispositive Power
8.
Shared Dispositive Power
3,186,064
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,186,064 shares are deemed to be
beneficially owned by CO-GP, LLC
as a control person of the
investment adviser. CO-GP, LLC
disclaims any direct ownership of
the shares reported in this Schedule 13G, except for an
amount that is substantially less than one per cent of
the number of shares reported herein.
10.
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
11.
Percent of Class Represented by Amount
in Row (9)
10.84 %
12.
Type of Reporting Person (See Instructions)
CO, OO (Control Person)
CUSIP No.64111Q104
1.
Names of Reporting Persons.
Brandes Worldwide Holdings, L.P.
I.R.S. Identification Nos. of above persons (entities only).
33-0836630
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3.
SEC Use Only
4.
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially owned by Each
Reporting Person With:
5.
Sole Voting Power
6.
Shared Voting Power
2,049,776
7.
Sole Dispositive Power
8.
Shared Dispositive Power
3,186,064
9.
Aggregate Amount Beneficially Owned by Each
Reporting Person
3,186,064 shares are deemed to be
beneficially owned by Brandes Worldwide Holdings, L.P.,
as a control person of the investment adviser.
Brandes Worldwide Holdings, L.P. disclaims any direct
ownership of the shares reported in this Schedule 13G.
10.
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
11.
Percent of Class Represented by Amount in Row (9)
10.84 %
12.
Type of Reporting Person (See Instructions)
PN, OO (Control Person)
CUSIP No.64111Q104
1.
Names of Reporting Persons.
Glenn Carlson
I.R.S. Identification Nos. of above persons (entities only).
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3.
SEC Use Only
4.
Citizenship or Place of Organization
USA
Number of Shares Beneficially owned by Each Reporting
Person With:
5.
Sole Voting Power
6.
Shared Voting Power
2,049,776
7.
Sole Dispositive Power
8.
Shared Dispositive Power
3,186,064
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,186,064 shares are deemed to be beneficially owned by
Glenn Carlson, a control person of the investment adviser.
Mr. Carlson disclaims any direct ownership of the shares
reported in Schedule 13G, except for the amount that is
substantially less than one per cent of the number of
shares reported herein.
10.
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
11.
Percent of Class Represented by Amount in Row (9)
10.84 %
12.
Type of Reporting Person (See Instructions)
IN, OO (Control Person)
Item 1(a) Name of Issuer:
Netgear Inc.
Item 1(b) Address of Issuers Principal Executive Offices:
350 E. Plumeria Dr., San Jose, CA 95134
Item 2(a) Name of Person Filing:
(i) Brandes Investment Partners, L.P.
(ii) CO-GP, LLC.
(iii) Brandes Worldwide Holdings, L.P.
(iv) Glenn Carlson
Item 2(b) Address of Principal Business office or, if None, Residence:
(i) 4275 Executive Square, 5th Floor, La Jolla, CA 92037
(ii) 4275 Executive Square, 5th Floor, La Jolla, CA 92037
(iii) 4275 Executive Square, 5th Floor, La Jolla, CA 92037
(iv) 4275 Executive Square, 5th Floor, La Jolla, CA 92037
Item 2(c) Citizenship
(i) Delaware
(ii) Delaware
(iii) Delaware
(iv) USA
Item 2(d) Title of Class Securities:
Common Shares
Item 2(e) CUSIP Number:
64111Q104
Item 3. If this statement is filed pursuant to
240.13d-1(b), or 240.13d-2(b) or (c),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in
section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section
8 of the Investment Company Act (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund
in accordance with 240.13d-1(b)(ii)(F).
(g) [ ] A parent holding company or control person
in accordance with 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded
from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3).
(j) [x] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
This statement is filed by Brandes Investment Partners, L.P.,
an investment adviser registered under the
Investment Advisers Act of 1940, its control persons
and its holding company. (See, also, Exhibit A.)
Item 4. Ownership:
(a) Amount Beneficially Owned: 3,186,064
(b) Percent of Class: 10.84 %
(c) Number of shares as to which the joint filers have:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 2,049,776
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 3,186,064
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent
of the class securities, check the following ?.
N/A
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on
By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
See Exhibit A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification:
(a) The following certification shall be
included if the statement is filed pursuant to 240.13d-1(b):
By signing below I certify that,
to the best of my knowledge and belief,
the securities referred to above were acquired and held in the ordinary
course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant
in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: September 5, 2023
BRANDES INVESTMENT PARTNERS, L.P.
By: /s/ Glenn Carlson
Glenn Carlson, General Partner
CO-GP, LLC its General Partner
CO-GP, LLC
By: /s/ Glenn Carlson
Glenn Carlson, General Partner
BRANDES WORLDWIDE HOLDINGS, L.P.
By: /s/ Glenn Carlson
Glenn Carlson of CO-GP, LLC its General Partner
By: /s/ Glenn Carlson
Glenn Carlson, Control Person
EXHIBIT A
Identification and Classification of Members of the Group
Pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1)
under the Securities and Exchange Act of 1934,
the members of the group making this joint filing
are identified and classified as follows:
Name: Brandes Investment Partners, L.P. (the Investment Adviser)
Classification: Investment adviser registered under
Investment Advisers Act of 1940
Co-GP, LLC
A control person of the Investment Adviser
Brandes Worldwide Holdings, L.P.
A control person of the Investment Adviser
Glenn Carlson
A control person of the Investment Adviser
EXHIBIT B
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-1(b)(ii)(J)
and Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934
(the Act) by and among the parties listed below,
each referred to herein as a Joint Filer.
The Joint Filers agree that a statement of beneficial ownership
as required by Sections 13(g) or 13(d) of the Act and the Rules
thereunder may be filed on each of their behalf on Schedule 13G
or Schedule 13D, as appropriate, and that said joint filing may
thereafter be amended by further joint filings.
The Joint Filers state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.
Dated: September 5, 2023
BRANDES INVESTMENT PARTNERS, L.P.
By: /s/ Glenn Carlson
Glenn Carlson, General Partner of
Co-GP, LLC.
Co-GP, LLC.
By: /s/ Glenn Carlson
Glenn Carlson, General Partner
EXHIBIT C
Disclaimer of Beneficial Ownership
Co-GP, LLC, Brandes Worldwide Holdings, L.P., Glenn Carlson,
and Jeff Busby disclaim beneficial interest as to the shares
referenced above, except for an amount equal to substantially
less than one percent of the shares reported on this Schedule 13D.
None of these entities or individuals holds the above-referenced shares
for its/his own account except on a de minimis basis.
/s/Glenn Carlson
Glenn Carlson
/s/Jeff Busby
Jeff Busby