SEC Form 4 · accession 0001122904-19-000007
NETGEAR, INC. · NTGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael F Falcon
Officer — SVP, Operations
Period of report
Dec 31, 2018
Accepted (ET)
Jan 3, 2019 · 6:49 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 StockF1 | Dec 31, 2018 | A | 10,000 | $0.00 | A | 50,805 | D |
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)F2 | $31.28 | holding | — | — | — | — | Jun 2, 2025 | Common Stock | 9,375 | 9,375 | D |
| Employee Stock Option (Right to Buy)F2 | $39.53 | holding | — | — | — | — | Mar 24, 2026 | Common Stock | 8,334 | 8,334 | D |
| Employee Stock Option (Right to Buy)F3 | $42.70 | holding | — | — | — | — | Jun 1, 2027 | Common Stock | 21,500 | 21,500 | D |
| Common StockF2 | $70.15 | holding | — | — | — | — | Jan 25, 2028 | Common Stock | 25,000 | 25,000 | D |
Explanation of responses
- F1The vesting of this performance-based RSU was based on the effective date of the 100% spin-off of Arlo Technologies, Inc. from NETGEAR, Inc. (the "Spin"). Because the Spin was completed on December 31, 2018 (prior to the July 31, 2019 performance deadline established at the time of grant), this RSU shall vest, in whole or in part, in accordance with the following schedule: 1/4 each year on the anniversary of August 1, 2018, subject to the recipient continuing to be a Service Provider on such dates.
- F2This 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.
- F3This 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.