| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NTGR | Common Stock | Sale | -$63.4K | -4.69K | -5.31% | $13.52 | 83.6K | May 30, 2024 | Direct | F1, F2, F3 |
| 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) | 25.3K | May 30, 2024 | Common Stock | 25.3K | $41.67 | Direct | F4 | |||||
| holding | NTGR | Common Stock | 54.6K | May 30, 2024 | Common Stock | 54.6K | $26.61 | Direct | F4 | |||||
| holding | NTGR | Performance Restricted Units | 10K | May 30, 2024 | Common Stock | 10K | Direct | F5 |
Heidi Cormack is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
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).
| 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 February 12, 2024. |
| 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 | For the RSUs with a commencement date of April 30, 2024, One-third (1/3rd) of the RSUs will vest on the one-year anniversary of the vesting commencement date, and one-twelfth (1/12th) of the RSUs will vest each quarter thereafter on the quarterly anniversary of the vesting commencement 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. |
| 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 | 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. |