Ownership Submission
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

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LO PATRICK CS
  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
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
NETGEAR, INC., 350 E. PLUMERIA DR.
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2019
(Street)

SAN JOSE, CA 95134
4. If Amendment, Date Original Filed(Month/Day/Year)
02/04/2019
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
Common Stock               120,048 I See footnote (1)
Common Stock               147,668 I See footnote (2)
Common Stock 01/31/2019   F   3,648 D $ 39.61 199,631 D  
Common Stock 02/01/2019   M(3)   3,311 A $ 19.69 (4) 202,942 D  
Common Stock 02/01/2019   M(3)   8,277 A $ 20.98 (4) 211,219 D  
Common Stock 02/01/2019   S(3)   3,311 D $ 38.91 207,908 (5) D  
Common Stock 02/01/2019   S(3)   8,277 D $ 38.9 199,631 (5) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Employee Stock Option (Right to Buy) $ 20.98 02/01/2019   M(3)     8,277   (6) 02/03/2021 Common Stock 8,277 $ 0 75,113 D  
Employee Stock Option (Right to Buy) $ 19.69 02/01/2019   M(3)     3,311   (7) 04/26/2021 Common Stock 3,311 $ 0 30,045 D  
Employee Stock Option (Right to Buy) $ 31.31               (8) 06/06/2022 Common Stock 100,000   100,000 D  
Employee Stock Option (Right to Buy) $ 32.54               (9) 05/16/2023 Common Stock 108,510   108,510 D  
Employee Stock Option (Right to Buy) $ 32.52               (10) 06/03/2024 Common Stock 100,000   100,000 D  
Employee Stock Option (Right to Buy) $ 31.28               (11) 06/02/2025 Common Stock 100,000   100,000 D  
Employee Stock Option (Right to Buy) $ 39.53               (11) 03/24/2026 Common Stock 115,000   115,000 D  
Employee Stock Option (Right to Buy) $ 42.7               (12) 06/01/2027 Common Stock 115,000   115,000 D  
Common Stock $ 70.15               (11) 01/25/2028 Common Stock 115,000   115,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LO PATRICK CS
NETGEAR, INC.
350 E. PLUMERIA DR.
SAN JOSE, CA 95134
  X     Chairman and CEO  

Signatures

 /s/ Andrew W. Kim, Attorney in Fact   02/08/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The shares are held by the Patrick and Emily Lo Revocable Trust dated 4-7-99.
(2) The shares are held by the education trusts of Mr. Lo's children. Mr. Lo is a co-trustee of each such trust.
(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 August 14, 2018.
(4) Price adjusted due to post Arlo Techonologies, Inc. spin-off
(5) 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.
(6) 25% of the option grant is exercisable on 2/3/2012, and 1/48 of the option grant is exercisable each month thereafter.
(7) 25% of the option grant is exercisable on 4/26/2012, and 1/48 of the option grant is exercisable each month thereafter.
(8) 25% of the option grant is exercisable on 6/6/2013, and 1/48 of the option grant is exercisable each month thereafter.
(9) 25% of the option grant is exercisable on 5/16/2014, and 1/48 of the option grant is exercisable each month thereafter.
(10) 25% of the options will be exercisable on 6/03/2015, and 1/48 of the option grant is exercisable each month thereafter.
(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, 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.
(12) 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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