Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NETGEAR, INC.
-------------
(Name of Issuer)
Common Stock, $0.001 par value per share
----------------------------------------
(Title of Class of Securities)
64111Q104
---------
(CUSIP Number)
March 30, 2004
--------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following pages
Page 1 of 9 Pages
SCHEDULE 13G
CUSIP No. 64111Q104 Page 2 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
HALYARD CAPITAL FUND, LP
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,293,160
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,293,160
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,293,160
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
4.4%
12 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No. 64111Q104 Page 3 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
HALYARD FUND GP, LP
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,293,160
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,293,160
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,293,160
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
4.4%
12 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No. 64111Q104 Page 4 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
HALYARD ADVISORS, LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,293,160
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,293,160
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,293,160
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
4.4%
12 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No. 64111Q104 Page 5 of 9 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
HALYARD PRINCIPALS, LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,293,160
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,293,160
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,293,160
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
4.4%
12 Type of Reporting Person (See Instructions)
OO
Page 6 of 9 Pages
Item 1(a) Name of Issuer:
NETGEAR, Inc. (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
4500 Great America Parkway, Santa Clara, CA 95054
Item 2(a) Name of Person Filing:
The Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Halyard Capital Fund, LP ("Halyard Capital");
ii) Halyard Fund GP, LP ("Halyard GP");
iii) Halyard Advisors, LLC ("Halyard Advisors"); and
iv) Halyard Principals, LLC ("Halyard Principals").
This statement relates to Shares (as defined herein) held for
the account of the Halyard Capital. Halyard GP is the general partner of Halyard
Capital. The general partner of Halyard GP is Halyard Advisors. The investment
member of Halyard Advisors is Halyard Principals. Each of Halyard GP, Halyard
Advisors and Halyard Principals may be deemed to have voting and dispositive
power over the Shares held for the account of Halyard Capital.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the
Reporting Persons is 3 Times Square, 29th Floor, New York, NY 10036.
Item 2(c) Citizenship:
1) Halyard Capital is a Delaware limited partnership.
2) Halyard GP is a Delaware limited partnership.
3) Halyard Advisors is a Delaware limited liability company.
4) Halyard Principals is a Delaware limited liability company.
Item 2(d) Title of Class of Securities:
Common stock, $0.001 par value per share (the "Shares").
Item 2(e) CUSIP Number:
64111Q104
Page 7 of 9 Pages
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
Each of Halyard Capital, Halyard GP, Halyard Advisors and
Halyard Principals may be deemed the beneficial owner of 1,293,160 Shares held
for the account of Halyard Capital.
Item 4(b) Percent of Class:
The number of Shares of which each of Halyard Capital, Halyard
GP, Halyard Advisors and Halyard Principals may be deemed to beneficially own
constitutes 4.4% of the total number of Shares outstanding (based upon
information provided by the Issuer in its most recently-filed prospectus filed
pursuant to Rule 424(b)(3), the number of Shares outstanding was 29,654,777 as
of March 29, 2004).
Item 4(c) Number of shares as to which such person has:
Halyard Capital
(i) Sole power to vote or direct the vote: 1,293,160
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,293,160
(iv) Shared power to dispose or to direct the disposition of 0
Halyard GP
(i) Sole power to vote or direct the vote: 1,293,160
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,293,160
(iv) Shared power to dispose or to direct the disposition of 0
Halyard Advisors
(i) Sole power to vote or direct the vote: 1,293,160
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,293,160
(iv) Shared power to dispose or to direct the disposition of 0
Page 8 of 9 Pages
Halyard Principals
(i) Sole power to vote or direct the vote: 1,293,160
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 1,293,160
(iv) Shared power to dispose or to direct the disposition of 0
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof each of Halyard Capital, Halyard GP, Halyard Advisors and
Halyard Principals have ceased to be the beneficial owner of more than five
percent of the Shares, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
i) The partners of Halyard Capital, including Halyard GP, have
the right to participate in the receipt of dividends from, or proceeds from the
sale of, the Shares held for the account of Halyard Capital in accordance with
their ownership interests in Halyard Capital.
ii) The partners of Halyard GP have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the Shares held
for the account of Halyard GP in accordance with their ownership interests in
Halyard GP.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company or Control Person:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
This Item 10 is not applicable.
Page 9 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 15, 2004 HALYARD CAPITAL FUND, LP
By: Halyard Fund GP, LP,
Its General Partner
By: Halyard Advisors, LLC,
Its General Partner
By: Halyard Principals, LLC,
Its Investment Member
By: /s/ Robert B. Nolan, Jr.
--------------------------------
Name: Robert B. Nolan, Jr.
Title: Special Managing Member
Date: April 15, 2004 HALYARD FUND GP, LP
By: Halyard Advisors, LLC,
Its General Partner
By: Halyard Principals, LLC,
Its Investment Member
By: /s/ Robert B. Nolan, Jr.
--------------------------------
Name: Robert B. Nolan, Jr.
Title: Special Managing Member
Date: April 15, 2004 HALYARD ADVISORS, LLC
By: Halyard Principals, LLC,
Its Investment Member
By: /s/ Robert B. Nolan, Jr.
--------------------------------
Name:
Robert B. Nolan, Jr.
Title: Special Managing Member
Date: April 15, 2004 HALYARD PRINCIPALS, LLC
By: /s/ Robert B. Nolan, Jr.
--------------------------------
Name: Robert B. Nolan, Jr.
Title: Special Managing Member