Michael F. Falcon - Apr 27, 2024 Form 4 Insider Report for NETGEAR, INC. (NTGR)

Role: Chief Operations Officer
Signature: /s/ Andrew Kim
Stock symbol: NTGR
Transactions as of: Apr 27, 2024
Transactions value $: $0
Form type: 4
Date filed: 4/29/2024, 01:45 PM
Previous filing: Aug 2, 2023
Next filing: May 31, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NTGR	Common Stock	Award	$0	+30K	+27.55%	$0.00	139K	Apr 27, 2024	Direct	F1

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)						6.27K	Apr 27, 2024	Common Stock	6.27K	$18.58	Direct	F2
holding	NTGR	Employee Stock Option (Right to Buy)						56	Apr 27, 2024	Common Stock	56	$23.48	Direct	F2
holding	NTGR	Employee Stock Option (Right to Buy)						1.7K	Apr 27, 2024	Common Stock	1.7K	$25.37	Direct	F3
holding	NTGR	Employee Stock Option (Right to Buy)						6.38K	Apr 27, 2024	Common Stock	6.38K	$41.67	Direct	F2
holding	NTGR	Employee Stock Option (Right to Buy)						21.9K	Apr 27, 2024	Common Stock	21.9K	$26.61	Direct	F2
holding	NTGR	Performance Restricted Units						10K	Apr 27, 2024	Common Stock	10K		Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	One-third (1/3rd) of the RSUs will vest on the one-year anniversary of the Grant Date, and one-twelfth (1/12th) of the RSUs will vest each quarter thereafter on the quarterly anniversary of the Grant Date (or if there is no corresponding day, on the last day of the quarter), provided that Participant (as defined in the Plan) continues to be a Service Provider (as defined in the Plan) through such date.
F2	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.
F3	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
F4	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.