SEC Form 4 · accession 0001122904-18-000084
NETGEAR, INC. · NTGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick Cs Lo
Officer — Chairman and CEO · Director
Period of report
Mar 1, 2018
Accepted (ET)
Mar 5, 2018 · 2:16 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001122904
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 1, 2018 | M | 4,000 | $11.41 | A | 221,607 | D | |
| Common Stock | Mar 1, 2018 | M | 7,142 | $21.10 | A | 228,749 | D | |
| Common Stock | Mar 1, 2018 | M | 2,857 | $20.80 | A | 231,606 | D | |
| Common StockF5 | Mar 1, 2018 | S | 4,000 | $54.94 | D | 227,606 | D | |
| Common StockF5 | Mar 1, 2018 | S | 7,142 | $54.93 | D | 220,464 | D | |
| Common StockF5,F6 | Mar 1, 2018 | S | 2,857 | $54.92 | D | 218,154 | D | |
| Common StockF1 | holding | — | — | — | 120,048 | I | See footnote | |
| Common StockF2 | holding | — | — | — | 147,668 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F7 | $11.41 | Mar 1, 2018 | M | 4,000 | D | — | Jan 16, 2019 | Common Stock | 4,000 | 30,000 | D |
| Employee Stock Option (Right to Buy)F8 | $21.10 | Mar 1, 2018 | M | 7,142 | D | — | Feb 2, 2020 | Common Stock | 7,142 | 57,148 | D |
| Employee Stock Option (Right to Buy)F9 | $20.80 | Mar 1, 2018 | M | 2,857 | D | — | Jun 13, 2020 | Common Stock | 2,857 | 22,858 | D |
| Employee Stock Option (Right to Buy)F10 | $35.32 | holding | — | — | — | — | Feb 3, 2021 | Common Stock | 100,000 | 100,000 | D |
| Employee Stock Option (Right to Buy)F11 | $33.15 | holding | — | — | — | — | Apr 26, 2021 | Common Stock | 40,000 | 40,000 | D |
| Employee Stock Option (Right to Buy)F12 | $31.31 | holding | — | — | — | — | Jun 6, 2022 | Common Stock | 100,000 | 100,000 | D |
| Employee Stock Option (Right to Buy)F13 | $32.54 | holding | — | — | — | — | May 16, 2023 | Common Stock | 108,510 | 108,510 | D |
| Employee Stock Option (Right to Buy)F14 | $32.52 | holding | — | — | — | — | Jun 3, 2024 | Common Stock | 100,000 | 100,000 | D |
| Employee Stock Option (Right to Buy)F15 | $31.28 | holding | — | — | — | — | Jun 2, 2025 | Common Stock | 100,000 | 100,000 | D |
| Employee Stock Option (Right to Buy)F15 | $39.53 | holding | — | — | — | — | Mar 24, 2026 | Common Stock | 115,000 | 115,000 | D |
| Employee Stock Option (Right to Buy)F16 | $42.70 | holding | — | — | — | — | Jun 1, 2027 | Common Stock | 115,000 | 115,000 | D |
| Common StockF15 | $70.15 | holding | — | — | — | — | Jan 25, 2028 | Common Stock | 115,000 | 115,000 | D |
Explanation of responses
- F1The shares are held by the Patrick and Emily Lo Revocable Trust dated 4-7-99.
- F1025% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.
- F1125% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.
- F1225% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.
- F1325% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.
- F1425% of the options will be exercisable on 6/03/2015, and 1/48 of the option grant is exercisable each month thereafter.
- F15This 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.
- F16This 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.
- F2The shares are held by the education trusts of Mr. Lo's children. Mr. Lo is a co-trustee of each such trust.
- F3The exercise and sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 9, 2017.
- F4The 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 28, 2017.
- F5The 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.
- F6Includes 547 shares acquired under the NETGEAR, Inc. Employee Stock Purchase Plan
- F725% of the option grant is exercisable on 1/16/2010, and 1/48 of the option grant is exercisable each month thereafter.
- F825% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.
- F925% of the shares subject to the option shall vest twelve months on 6/13/2011, and 1/48th 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.