SEC Form 4 · accession 0001122904-19-000024
NETGEAR, INC. · NTGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Patrick Cs Lo
Officer — Chairman and CEO · Director
Period of report
Jan 31, 2019
Accepted (ET)
Feb 4, 2019 · 6:31 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 | Jan 31, 2019 | F | 3,648 | $39.61 | D | 199,631 | D | |
| Common Stock | Feb 1, 2019 | M | 3,311 | $33.15 | A | 202,942 | D | |
| Common Stock | Feb 1, 2019 | M | 8,277 | $35.32 | A | 211,219 | D | |
| Common StockF4 | Feb 1, 2019 | S | 3,311 | $38.91 | D | 207,908 | D | |
| Common StockF4 | Feb 1, 2019 | S | 8,277 | $38.90 | D | 199,631 | 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)F5 | $35.32 | Feb 1, 2019 | M | 8,277 | D | — | Feb 3, 2021 | Common Stock | 8,277 | 75,113 | D |
| Employee Stock Option (Right to Buy)F6 | $33.15 | Feb 1, 2019 | M | 3,311 | D | — | Apr 26, 2021 | Common Stock | 3,311 | 30,045 | D |
| Employee Stock Option (Right to Buy)F7 | $31.31 | holding | — | — | — | — | Jun 6, 2022 | Common Stock | 100,000 | 100,000 | D |
| Employee Stock Option (Right to Buy)F8 | $32.54 | holding | — | — | — | — | May 16, 2023 | Common Stock | 108,510 | 108,510 | D |
| Employee Stock Option (Right to Buy)F9 | $32.52 | holding | — | — | — | — | Jun 3, 2024 | Common Stock | 100,000 | 100,000 | D |
| Employee Stock Option (Right to Buy)F10 | $31.28 | holding | — | — | — | — | Jun 2, 2025 | Common Stock | 100,000 | 100,000 | D |
| Employee Stock Option (Right to Buy)F10 | $39.53 | holding | — | — | — | — | Mar 24, 2026 | Common Stock | 115,000 | 115,000 | D |
| Employee Stock Option (Right to Buy)F11 | $42.70 | holding | — | — | — | — | Jun 1, 2027 | Common Stock | 115,000 | 115,000 | D |
| Common StockF10 | $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.
- F10This 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.
- F11This 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 August 14, 2018.
- F4The 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.
- F525% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.
- F625% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.
- F725% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.
- F825% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.
- F925% of the options will be exercisable on 6/03/2015, and 1/48 of the option grant is exercisable each month thereafter.