Statement of Changes in Beneficial Ownership (4)
May 04 2021 - 1:43PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
LO PATRICK CS |
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) CEO |
(Last)
(First)
(Middle)
350 E. PLUMERIA DR. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/30/2021 |
(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 | | | | | | | | 147668 | I | See footnote (1) |
Common Stock | | | | | | | | 278468 | I | See footnote (2) |
Common Stock | 4/30/2021 | | F | | 3254 | D | $37.21 | 93373 | D | |
Common Stock | 5/3/2021 | | M(3) | | 9519 | A | $23.48 | 102892 | D | |
Common Stock | 5/3/2021 | | S(3) | | 9519 | D | $37.11 (4) | 93373 | D | |
Common Stock | 5/3/2021 | | M(3) | | 8278 | A | $18.58 | 101651 | D | |
Common Stock | 5/3/2021 | | S(3) | | 8278 | D | $37.11 (4) | 93373 | D | |
Common Stock | 5/3/2021 | | M(3) | | 8278 | A | $19.32 | 101651 | D | |
Common Stock | 5/3/2021 | | S(3) | | 8278 | D | $37.11 (4) | 93373 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Employee Stock Option (Right to Buy) | $20.98 | | | | | | | (5) | 2/3/2021 | Common Stock | 613 | | 613 | D | |
Employee Stock Option (Right to Buy) | $19.69 | | | | | | | (6) | 4/26/2021 | Common Stock | 245 | | 245 | D | |
Employee Stock Option (Right to Buy) | $18.60 | | | | | | | (7) | 6/6/2022 | Common Stock | 668 | | 668 | D | |
Employee Stock Option (Right to Buy) | $19.33 | | | | | | | (8) | 5/16/2023 | Common Stock | 725 | | 725 | D | |
Employee Stock Option (Right to Buy) | $19.32 | 5/3/2021 | | M (3) | | | 8278 | (9) | 6/3/2024 | Common Stock | 8278 | $0.00 | 58610 | D | |
Employee Stock Option (Right to Buy) | $18.58 | 5/3/2021 | | M (3) | | | 8278 | (10) | 6/2/2025 | Common Stock | 8278 | $0.00 | 58610 | D | |
Employee Stock Option (Right to Buy) | $23.48 | 5/3/2021 | | M (3) | | | 9519 | (10) | 3/24/2026 | Common Stock | 9520 | $0.00 | 67400 | D | |
Employee Stock Option (Right to Buy) | $25.37 | | | | | | | (11) | 6/1/2027 | Common Stock | 115000 | | 115000 | D | |
Employee Stock Option (Right to Buy) | $41.67 | | | | | | | (10) | 1/25/2028 | Common Stock | 115000 | | 115000 | D | |
Employee Stock Option (Right to Buy) | $26.61 | | | | | | | (10) | 7/19/2029 | Common Stock | 175200 | | 175200 | D | |
Explanation of Responses: |
(1) | The shares are held by the education trusts of Mr. Lo's children. Mr. Lo is a co-trustee of each such trust. |
(2) | The shares are held by the Patrick and Emily Lo Revocable Trust dated 4-7-99 |
(3) | 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 July 30, 2020. |
(4) | 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. |
(5) | 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter. |
(6) | 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter. |
(7) | 25% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter. |
(8) | 25% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter |
(9) | 25% of the options will be exercisable on 6/03/2015, and 1/48 of the option grant is exercisable each month thereafter |
(10) | 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. |
(11) | 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 |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
LO PATRICK CS 350 E. PLUMERIA DR. SAN JOSE, CA 95134 |
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| CEO |
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Signatures
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/s/ Andrew W. Kim, Attorney in Fact | | 5/4/2021 |
**Signature of Reporting Person | Date |
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