NETGEAR (NTGR) Form 4 NETGEAR / PATRICK CS LO 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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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^*

LO PATRICK CS

(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)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2023

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

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								169,828	I	See footnote(1)
Common Stock								278,468	I	See footnote(2)
Common Stock	07/31/2023		F		10,339	D	$13.64	186,614	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)	$20.98							(3)	02/03/2021	Common Stock	613		613	D
Employee Stock Option (Right to Buy)	$19.69							(4)	04/26/2021	Common Stock	245		245	D
Employee Stock Option (Right to Buy)	$18.6							(5)	06/06/2022	Common Stock	668		668	D
Employee Stock Option (Right to Buy)	$19.33							(6)	05/16/2023	Common Stock	725		725	D
Employee Stock Option (Right to Buy)	$19.32							(7)	06/03/2024	Common Stock	17,222		17,222	D
Employee Stock Option (Right to Buy)	$18.58							(8)	06/02/2025	Common Stock	17,222		17,222	D
Employee Stock Option (Right to Buy)	$23.48							(8)	03/24/2026	Common Stock	19,805		19,805	D
Employee Stock Option (Right to Buy)	$25.37							(9)	06/01/2027	Common Stock	115,000		115,000	D
Employee Stock Option (Right to Buy)	$41.67							(8)	01/25/2028	Common Stock	115,000		115,000	D
Employee Stock Option (Right to Buy)	$26.61							(8)	07/19/2029	Common Stock	175,200		175,200	D

Explanation of Responses:

1. The shares are held by the education trusts of Mr. Lo's children. Mr. Lo is a co-trustee of each such trust.

2. The shares are held by the Patrick and Emily Lo Revocable Trust dated 4-7-99

3. 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.

4. 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.

5. 25% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.

6. 25% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter

7. 25% of the options will be exercisable on 6/03/2015, and 1/48 of the option grant is exercisable each month thereafter

8. 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.

9. 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

Remarks:

	/s/ Andrew W. Kim, Attorney in Fact	08/02/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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