Statement of Changes in Beneficial Ownership (4)
06 March 2018 - 6:17AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
LO PATRICK CS
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2. Issuer Name
and
Ticker or Trading Symbol
NETGEAR, INC
[
NTGR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman and CEO
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(Last)
(First)
(Middle)
NETGEAR, INC., 350 E. PLUMERIA DR.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2018
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(Street)
SAN JOSE, CA 95134
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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120048
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I
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See footnote
(1)
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Common Stock
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147668
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I
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See footnote
(2)
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Common Stock
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3/1/2018
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M
(3)
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4000
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A
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$11.41
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221607
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D
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Common Stock
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3/1/2018
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M
(4)
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7142
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A
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$21.10
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228749
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D
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Common Stock
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3/1/2018
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M
(4)
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2857
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A
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$20.80
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231606
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D
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Common Stock
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3/1/2018
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S
(3)
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4000
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D
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$54.94
(5)
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227606
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D
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Common Stock
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3/1/2018
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S
(4)
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7142
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D
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$54.93
(5)
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220464
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D
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Common Stock
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3/1/2018
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S
(4)
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2857
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D
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$54.92
(5)
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218154
(6)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$11.41
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3/1/2018
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M
(3)
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4000
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(7)
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1/16/2019
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Common Stock
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4000.0
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$0
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30000
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D
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Employee Stock Option (Right to Buy)
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$21.1
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3/1/2018
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M
(4)
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7142
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(8)
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2/2/2020
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Common Stock
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7142.0
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$0
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57148
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D
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Employee Stock Option (Right to Buy)
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$20.8
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3/1/2018
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M
(4)
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2857
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(9)
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6/13/2020
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Common Stock
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2857.0
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$0
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22858
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D
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Employee Stock Option (Right to Buy)
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$35.32
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(10)
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2/3/2021
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Common Stock
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100000.0
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100000
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D
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Employee Stock Option (Right to Buy)
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$33.15
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(11)
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4/26/2021
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Common Stock
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40000.0
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40000
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D
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Employee Stock Option (Right to Buy)
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$31.31
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(12)
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6/6/2022
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Common Stock
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100000.0
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100000
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D
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Employee Stock Option (Right to Buy)
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$32.54
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(13)
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5/16/2023
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Common Stock
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108510.0
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108510
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D
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Employee Stock Option (Right to Buy)
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$32.52
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(14)
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6/3/2024
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Common Stock
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100000.0
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100000
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D
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Employee Stock Option (Right to Buy)
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$31.28
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(15)
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6/2/2025
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Common Stock
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100000.0
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100000
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D
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Employee Stock Option (Right to Buy)
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$39.53
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(15)
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3/24/2026
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Common Stock
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115000.0
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115000
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D
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Employee Stock Option (Right to Buy)
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$42.7
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(16)
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6/1/2027
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Common Stock
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115000.0
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115000
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D
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Common Stock
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$70.15
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(15)
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1/25/2028
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Common Stock
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115000.0
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115000
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D
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Explanation of Responses:
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(1)
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The shares are held by the Patrick and Emily Lo Revocable Trust dated 4-7-99.
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(2)
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The shares are held by the education trusts of Mr. Lo's children. Mr. Lo is a co-trustee of each such trust.
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(3)
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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 February 9, 2017.
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(4)
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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 July 28, 2017.
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(5)
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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.
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(6)
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Includes 547 shares acquired under the NETGEAR, Inc. Employee Stock Purchase Plan
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(7)
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25% of the option grant is exercisable on 1/16/2010, and 1/48 of the option grant is exercisable each month thereafter.
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(8)
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25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.
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(9)
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25% of the shares subject to the option shall vest twelve months on 6/13/2011, and 1/48th 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.
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(10)
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25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.
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(11)
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25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.
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(12)
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25% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.
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(13)
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25% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.
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(14)
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25% of the options will be exercisable on 6/03/2015, and 1/48 of the option grant is exercisable each month thereafter.
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(15)
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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.
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(16)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LO PATRICK CS
NETGEAR, INC.
350 E. PLUMERIA DR.
SAN JOSE, CA 95134
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X
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Chairman and CEO
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Signatures
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/s/ Andrew W. Kim, Attorney in Fact
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3/5/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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