0000950170-24-054318.txt : 20240507 0000950170-24-054318.hdr.sgml : 20240507 20240507142017 ACCESSION NUMBER: 0000950170-24-054318 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240506 FILED AS OF DATE: 20240507 DATE AS OF CHANGE: 20240507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WERDANN MICHAEL A CENTRAL INDEX KEY: 0001274461 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50350 FILM NUMBER: 24921158 MAIL ADDRESS: STREET 1: 4500 GREAT AMERICAN PARKWAY STREET 2: C/O NETGEAR INC CITY: SANTA CLARA STATE: CA ZIP: 95054 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NETGEAR, INC. CENTRAL INDEX KEY: 0001122904 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 770419172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 4 1 ownership.xml 4 X0508 4 2024-05-06 0001122904 NETGEAR, INC. NTGR 0001274461 WERDANN MICHAEL A 350 E. PLUMERIA DR. SAN JOSE CA 95134 false true false false Chief Revenue Officer true Common Stock 2024-05-06 4 S false 9244 12.15 D 79668 D Employee Stock Option (Right to Buy) 18.58 2025-06-02 Common Stock 16 16 D Employee Stock Option (Right to Buy) 23.48 2026-03-24 Common Stock 41 41 D Employee Stock Option (Right to Buy) 25.37 2027-06-01 Common Stock 821 821 D Employee Stock Option (Right to Buy) 41.67 2028-01-25 Common Stock 18000 18000 D Employee Stock Option (Right to Buy) 26.61 2029-07-19 Common Stock 13750 13750 D Performance Restricted Units Common Stock 12500 12500 D 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 September 8, 2023. 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. 25% of the option grant is exercisable on 6/2/2016, and 1/48 of the option grant is exercisable each month thereafter. 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. 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. PSUs will become eligible to vest ("Eligible PSUs") based upon the level of achievement of the performance-based vesting condition set forth in the Performance Matrix (the "Performance Goal") during the performance period beginning on Grant Date and ending on December 31, 2026 (the "Performance Period") or Adjusted Performance Period (as defined below). 100% of the Eligible PSUs (if any) will vest on the three-year anniversary of the Grant Date (the "Vesting Date"), provided that Participant continues to be a Service Provider through the Vesting Date; provided, however, that the vesting of the Eligible PSUs may be accelerated pursuant to (i) Section 16(c) of the Plan and (ii) the Change in Control and Severance Agreement by and between the Company and Participant (the "Severance Agreement"). In no event shall any Eligible PSUs vest following termination of Participant's status as a Service Provider, except pursuant to the Severance Agreement. /s/ Andrew Kim 2024-05-07