NETGEAR (NTGR) Form 4/A NETGEAR / MICHAEL F FALCON ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FALCON MICHAEL F

(Last) (First) (Middle)

350 E. PLUMERIA DR.

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NETGEAR, INC. [ NTGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/02/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								134,016(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$18.58							(2)	06/02/2025	Common Stock	6,271		6,271	D
Employee Stock Option (Right to Buy)	$23.48							(2)	03/24/2026	Common Stock	56		56	D
Employee Stock Option (Right to Buy)	$25.37							(3)	06/01/2027	Common Stock	1,696		1,696	D
Employee Stock Option (Right to Buy)	$41.67							(2)	01/25/2028	Common Stock	6,376		6,376	D
Employee Stock Option (Right to Buy)	$26.61							(2)	07/19/2029	Common Stock	21,875		21,875	D
Performance Restricted Units	(4)							(4)	(4)	Common Stock	10,000		10,000	D

Explanation of Responses:

1. For the RSUs with a commencement date of April 30, 2024, One-third (1/3rd) of the RSUs will vest on the one-year anniversary of the vesting commencement date, and one-twelfth (1/12th) of the RSUs will vest each quarter thereafter on the quarterly anniversary of the vesting commencement date (or if there is no corresponding day, on the last day of the quarter), provided that Participant (as defined in the Plan) continues to be a Service Provider (as defined in the Plan) through such date.

2. 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.

3. 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

4. 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	05/31/2024
	** Signature of Reporting Person	Date
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