| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See Instruction 1(b). |
1. Name and Address of Reporting Person*
| C/O NETGEAR, INC., 350 E. PLUMERIA DR. | |
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
NETGEAR, INC
[NTGR] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)| X | Director | | 10% Owner | | Officer (give title below) | | Other (specify below) | |
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3. Date of Earliest Transaction (Month/Day/Year)
06/02/2009 |
4. If Amendment, Date of Original Filed (Month/Day/Year)
| 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 |
1.Title of Security
(Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code
(Instr. 8) | 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) | 7. Nature of Indirect Beneficial Ownership
(Instr. 4) |
| Code | V | Amount | (A) or (D) | Price |
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Common Stock
| 06/02/2009 | | A | |
5,400
| A | $
0
|
21,000
|
D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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Director Stock Option (right to buy)
| $
18.97
| | | | | | | | 05/18/2015 |
Common Stock
|
15,000
| |
15,000
|
D
| |
|
Director Stock Option (right to buy)
| $
14
| | | | | | | | 07/30/2013 |
Common Stock
|
25,000
| |
25,000
|
D
| |
|
Director Stock Option (right to buy)
| $
12.75
| | | | | | | 05/18/2005 | 06/16/2014 |
Common Stock
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15,000
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15,000
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D
| |
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Director Stock Option (right to buy)
| $
14.75
| 06/02/2009 | | A | |
1,800
| | | 06/02/2019 |
Common Stock
|
1,800
|
$
0
|
1,800
|
D
| |
| Explanation of Responses: |
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Remarks:
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| /s/ Ralph E. Faison, by Attorney in Fact | 06/04/2009 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * 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).
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| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| 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 Number. |
EX-24.1
rrd219630_247913.html
Exhibit 24.1
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Albert Liu and Andrew Kim,
signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the
U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and
any other documents necessary or appropriate to obtain codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports required by section 16(a) of the
Securities Exchange Act of 1934 or any rule or regulation of the SEC;
(2)execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or
director of NETGEAR, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the
undersigned may be required to file in connection with the undersigned's ownership, acquisition,
or disposition of securities of the Company;
(3)do and perform any and all acts for and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Form 3, 4, or 5, or other form or report, and timely
file such form or report with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(4) take any other action of any type, whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by such attorney-
in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform
any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to
the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th
day of July, 2008.
/s/ Ralph Faison