Statement of Changes in Beneficial Ownership (4)
July 26 2019 - 5:48PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Rogers Tamesa
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2. Issuer Name
and
Ticker or Trading Symbol
NETGEAR, INC
[
NTGR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP, Human Resources
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(Last)
(First)
(Middle)
350 EAST PLUMERIA DR.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/25/2019
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(Street)
SAN JOSE, CA 95134
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/25/2019
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M
(1)
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2235
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A
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$18.60
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44865
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D
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Common Stock
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7/25/2019
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M
(1)
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1489
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A
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$19.33
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46354
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D
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Common Stock
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7/25/2019
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S
(1)
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3724
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D
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$31
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42630
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock
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$16.53
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(2)
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2/9/2014
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Common Stock
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365.0
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365
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D
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Common Stock
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$18.58
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(3)
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6/2/2025
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Common Stock
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3799.0
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3799
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D
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Common Stock
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$20.8
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(4)
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6/13/2020
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Common Stock
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827.0
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827
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D
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Common Stock
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$21.1
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(5)
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2/2/2020
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Common Stock
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1300.0
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1300
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D
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Common Stock
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$18.6
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7/25/2019
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M
(1)
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2235
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(6)
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6/6/2022
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Common Stock
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2235.0
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$0
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2295
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D
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Common Stock
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$32.52
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(7)
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6/3/2024
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Common Stock
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15000.0
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15000
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D
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Common Stock
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$19.33
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7/25/2019
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M
(1)
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1489
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(8)
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5/16/2023
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Common Stock
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1489.0
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$0
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13511
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D
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Common Stock
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$33.15
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(9)
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4/26/2021
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Common Stock
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1600.0
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1600
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D
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Common Stock
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$35.32
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(10)
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2/3/2021
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Common Stock
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15000.0
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15000
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D
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Employee Stock Option (Right to Buy)
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$39.53
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3/24/2016
(3)
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3/24/2026
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Common Stock
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15000.0
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15000
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D
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Employee Stock Option (Right to Buy)
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$42.7
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(11)
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6/1/2027
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Common Stock
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15000.0
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15000
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D
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Common Stock
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$70.15
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(3)
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1/25/2028
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Common Stock
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15000.0
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15000
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D
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Common Stock
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$26.61
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(3)
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7/19/2029
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Common Stock
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30000.0
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30000
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D
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Explanation of Responses:
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(1)
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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 August 31, 2018.
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(2)
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25% of the option grant is exerciseable on 2/9/2005, and 1/48 of the option grant is exercisable each month thereafter.
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(3)
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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.
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(4)
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25% of the option grant is exerciseable on 6/13/2011, and 1/48 of the option grant is exercisable each month thereafter.
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(5)
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25% of the option grant is exerciseable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.
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(6)
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25% of the option grant is exerciseable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.
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(7)
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25% of the option grant is exerciseable on 6/3/2015, and 1/48 of the option grant is exercisable each month thereafter.
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(8)
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25% of the option grant is exerciseable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.
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(9)
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25% of the option grant is exerciseable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.
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(10)
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25% of the option grant is exerciseable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.
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(11)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Rogers Tamesa
350 EAST PLUMERIA DR.
SAN JOSE, CA 95134
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SVP, Human Resources
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Signatures
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/s/ Andrew W. Kim, Attorney in Fact
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7/26/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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