Michael A. Werdann - May 6, 2024 Form 4 Insider Report for NETGEAR, INC. (NTGR)

Signature
/s/ Andrew Kim
Stock symbol
NTGR
Transactions as of
May 6, 2024
Transactions value $
-$112,315
Form type
4
Date filed
5/7/2024, 02:20 PM
Previous filing
May 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NTGR Common Stock Sale -$112K -9.24K -10.4% $12.15 79.7K May 6, 2024 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding NTGR Employee Stock Option (Right to Buy) 16 May 6, 2024 Common Stock 16 $18.58 Direct F3
holding NTGR Employee Stock Option (Right to Buy) 41 May 6, 2024 Common Stock 41 $23.48 Direct F4
holding NTGR Employee Stock Option (Right to Buy) 821 May 6, 2024 Common Stock 821 $25.37 Direct F5
holding NTGR Employee Stock Option (Right to Buy) 18K May 6, 2024 Common Stock 18K $41.67 Direct F4
holding NTGR Employee Stock Option (Right to Buy) 13.8K May 6, 2024 Common Stock 13.8K $26.61 Direct F4
holding NTGR Performance Restricted Units 12.5K May 6, 2024 Common Stock 12.5K Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 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 September 8, 2023.
F2 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.
F3 25% of the option grant is exercisable on 6/2/2016, and 1/48 of the option grant is exercisable each month thereafter.
F4 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.
F5 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.
F6 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.