SEC Form 4 · accession 0001122904-19-000072

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, 2019

Accepted (ET)

Mar 5, 2019 · 6:50 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, 2019	M	3,311	$19.69	A	202,942	D
Common Stock	Mar 1, 2019	M	8,277	$20.98	A	211,219	D
Common Stock^F4	Mar 1, 2019	S	3,311	$36.32	D	207,908	D
Common Stock^F4,F5	Mar 1, 2019	S	8,277	$36.31	D	200,002	D
Common Stock^F1	holding	—	—		—	147,668	I	See footnote
Common Stock^F2	holding	—	—		—	120,048	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)^F6	$20.98	Mar 1, 2019	M	8,277	D	—	Feb 3, 2021	Common Stock	8,277	66,836	D
Employee Stock Option (Right to Buy)^F7	$19.69	Mar 1, 2019	M	3,311	D	—	Apr 26, 2021	Common Stock	3,311	26,734	D
Employee Stock Option (Right to Buy)^F8	$31.31	holding	—	—	—	—	Jun 6, 2022	Common Stock	100,000	100,000	D
Employee Stock Option (Right to Buy)^F9	$32.54	holding	—	—	—	—	May 16, 2023	Common Stock	108,510	108,510	D
Employee Stock Option (Right to Buy)^F10	$32.52	holding	—	—	—	—	Jun 3, 2024	Common Stock	100,000	100,000	D
Employee Stock Option (Right to Buy)^F11	$31.28	holding	—	—	—	—	Jun 2, 2025	Common Stock	100,000	100,000	D
Employee Stock Option (Right to Buy)^F11	$39.53	holding	—	—	—	—	Mar 24, 2026	Common Stock	115,000	115,000	D
Employee Stock Option (Right to Buy)^F12	$42.70	holding	—	—	—	—	Jun 1, 2027	Common Stock	115,000	115,000	D
Common Stock^F11	$70.15	holding	—	—	—	—	Jan 25, 2028	Common Stock	115,000	115,000	D

Explanation of responses

F1The shares are held by the education trusts of Mr. Lo's children. Mr. Lo is a co-trustee of each such trust.
F1025% of the options will be exercisable on 6/03/2015, and 1/48 of the option grant is exercisable each month thereafter.
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, 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.
F12This 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 Patrick and Emily Lo Revocable Trust dated 4-7-99.
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.
F5Includes 371 shares acquired under the NETGEAR, Inc. Employee Stock Purchase Plan
F625% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.
F725% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.
F825% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.
F925% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.