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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $ 15.35 | (14) | 03/11/2015 | Common Stock | 75,458 | 75,458 (16) | D | ||||||||
Employee Stock Option (Right to Buy) | $ 22.68 | (3) | 05/23/2016 | Common Stock | 100,000 | 100,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $ 29.23 | (6) | 01/12/2017 | Common Stock | 100,000 | 100,000 | D | ||||||||
Restricted Stock Units | (4) | (7) | (5) | Common Stock | 5,000 | 5,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $ 28.79 | (8) | 01/11/2018 | Common Stock | 100,000 | 100,000 | D | ||||||||
Restricted Stock Units | (4) | (9) | (5) | Common Stock | 10,000 | 10,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $ 11.41 | (10) | 01/16/2019 | Common Stock | 100,000 | 100,000 | D | ||||||||
Restricted Stock Units | (4) | (11) | (5) | Common Stock | 15,000 | 15,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $ 21.1 | (13) | 02/02/2020 | Common Stock | 100,000 | 100,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $ 20.8 | (15) | 06/13/2020 | Common Stock | 40,000 | 40,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LO PATRICK CS NETGEAR, INC. 350 E. PLUMERIA DR. SAN JOSE, CA 95134 |
X | Chairman and CEO |
/s/ Andrew W. Kim, Attorney in Fact | 12/09/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The shares are held by the Patrick and Emily Lo Revocable Trust dated 4-7-99. |
(2) | The shares are held by the education trusts of Mr. Lo's children. Mr. Lo is a co-trustee of each such trust. |
(3) | 25% of the option grant is exercisable on 5/23/2007, and 1/48 of the option grant is exercisable each month thereafter. |
(4) | Converts to common stock on a one for one basis. |
(5) | Not applicable. |
(6) | 25% of the option grant is exercisable on 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter. |
(7) | Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 1/12/2007, the vest start date, so that all of the units will have vested on 1/12/2011. |
(8) | 25% of the option grant is exercisable on 1/11/2009, and 1/48 of the option grant is exercisable each month thereafter. |
(9) | Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 1/11/2008, the vest start date, so that all of the units will have vested on 1/11/2012. |
(10) | 25% of the option grant is exercisable on 1/16/2010, and 1/48 of the option grant is exercisable each month thereafter. |
(11) | Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 1/16/2009, the vesting start date, so that all of the units will have vested on 1/16/2013. |
(12) | The shares are held by the Patrick C.S. Lo 2009 Grantor Retained Annuity Trust. |
(13) | 25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter. |
(14) | 100% of this option grant is exercisable on 3/11/05, the grant date. Shares underlying the option are restricted from transfer, with the restriction lapsing with respect to 25% of the shares on each subsequent anniversary of the grant date, so that all underlying shares will be free from transfer restrictions on 3/11/09. |
(15) | 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. |
(16) | This Form 4 Amendment is being filed to correct the reporting of the transaction. The original Form 4 filed on January 6, 2011 reported an exercise and sale transaction, where (a) options to purchase 1,358 shares were exercised at $15.35 per share and (b) 1,358 shares were sold at $35.50 per share. The original Form 4 incorrectly reported the exercise portion of the transaction, as no such exercise was completed. This Form 4 Amendment correctly reports the sale of the 1,358 shares only, with no exercise of options. The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 10, 2010. |