Gorjanc Christine Marie Form 4 NETGEAR / Christine Marie Gorjanc 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^*

Gorjanc Christine Marie

(Last) (First) (Middle)

C/O NETGEAR, INC.

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2016

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	10/28/2016		M(1)		24,697	A	$31.31	100,101	D
Common Stock	10/28/2016		M(1)		8,750	A	$31.28	108,851	D
Common Stock	10/31/2016		M(1)		303	A	$31.31	109,154	D
Common Stock	10/31/2016		M(1)		11,250	A	$32.52	120,404	D
Common Stock	10/28/2016		S(1)		24,697	D	$50.17(2)	95,707	D
Common Stock	10/28/2016		S(1)		8,750	D	$50.81(2)	86,957	D
Common Stock	10/28/2016		S(1)		5,304	D	$50.81(2)	81,653	D
Common Stock	10/31/2016		S(1)		303	D	$50.08(2)	81,350	D
Common Stock	10/31/2016		S(1)		11,250	D	$50.07(2)	70,100	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)	$29.23							(3)	01/12/2017	Common Stock	0.0		0	D
Employee Stock Option (Right to Buy)	$28.79							(4)	01/11/2018	Common Stock	24,000		24,000	D
Employee Stock Option (Right to Buy)	$35.32							(5)	02/03/2021	Common Stock	25,000		25,000	D
Employee Stock Option (Right to Buy)	$33.15							(6)	04/26/2021	Common Stock	6,000		6,000	D
Employee Stock Option (Right to Buy)	$31.31	10/28/2016		M(1)			24,697	(7)	06/06/2022	Common Stock	24,697	$0	303	D
Employee Stock Option (Right to Buy)	$31.31	10/31/2016		M(1)			303	(7)	06/06/2022	Common Stock	303	$0	0	D
Employee Stock Option (Right to Buy)	$32.54							(8)	05/16/2023	Common Stock	30,000		30,000	D
Employee Stock Option (Right to Buy)	$32.52	10/31/2016		M(1)			11,250	(9)	06/03/2024	Common Stock	11,250	$0	18,750	D
Employee Stock Option (Right to Buy)	$31.28	10/28/2016		M(1)			8,750	(10)	06/02/2025	Common Stock	8,750	$0	21,250	D
Employee Stock Option (Right to Buy)	$39.53							(10)	03/24/2026	Common Stock	35,000		35,000	D

Explanation of Responses:

1. The exercise and sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 28, 2016.

2. The 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.

3. 25% of the option grant is exercisable on 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter.

4. 25% of the option grant is exercisable on 1/11/2009, and 1/48 of the option grant is exercisable each month thereafter.

5. 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter

6. 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.

7. 25% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.

8. 25% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.

9. 25% of the options will be exercisable on 6/03/2015, and 1/48 of the option grant is exercisable each month thereafter.

10. 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.

Remarks:

	/s/ Andrew W. Kim, Attorney in Fact	10/31/2016
	** Signature of Reporting Person	Date
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