SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

PEQUOT CAPITAL MANAGEMENT INC/CT/

(Last)

(First)

(Middle)

500 NYALA FARM ROAD

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2003

3. Issuer Name and Ticker or Trading Symbol
NETGEAR INC [ NTGR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnote 3

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred	08/08/1988⁽¹⁾	⁽¹⁾	Common Stock	3,320,537⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾	I⁽⁴⁾	Investment Advisor⁽³⁾
Series C Convertible Preferred	08/08/1988⁽¹⁾	⁽¹⁾	Common Stock	3,632,949⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾	I⁽⁴⁾	Investment Advisor⁽³⁾

1. Name and Address of Reporting Person^*

PEQUOT CAPITAL MANAGEMENT INC/CT/

(Last)

(First)

(Middle)

500 NYALA FARM ROAD

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnote 3

1. Name and Address of Reporting Person^*

POCH GERALD A

(Last)

(First)

(Middle)

500 NYALA FARM ROAD

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

ROSSMAN GREGORY J

(Last)

(First)

(Middle)

500 NYALA FARM ROAD

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

Explanation of Responses:

1. This security is immediately exercisable and there is no expiration date.

2. The effective date of the issuers initial public offering (the "IPO") is expected to occur on or about July 30, 2003 and the closing of the IPO, which triggers the automatic conversion of the Series B and Series C convertible preferred on a one for one basis into common stock, is expected to occur on or about August 4, 2003.

3. Pequot Capital Management, Inc., ("Pequot") is an investment advisor registered under Section 203 of the Investment Advisers Act of 1940 and has voting power and investment power with respect to securities in clients' accounts. Pequot disclaims any obligation to file this report, and this report shall not be deemed an admission that Pequot is subject to Section 16 with respect to the issuer or such securities. Gerald A. Poch and Gregory J. Rossmann are employees of Pequot and serve on the Board of Directors of the issuer and disclaim beneficial ownership of these securities except to the extent of their pecuniary interest.

4. Pequot disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Pequot is the beneficial owner of such securities for the purposes of Rule 16(a)-1(a)(1) or (a)(2) or for any other purpose.

	Aryeh Davis, General Counsel	07/30/2003
	Gerald A. Poch, Director (3)	07/30/2003
	Gregory J. Rossmann, Director (3)	07/30/2003
	** 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 5 (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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