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 *
Zander Marcia Jean
  2. Issuer Name and Ticker or Trading Symbol
NETLOGIC MICROSYSTEMS INC [NETL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP of WW Sales
(Last)
(First)
(Middle)
3975 FREEDOM CIRCLE, 9TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2012
(Street)

SANTA CLARA, CA 95054
4. If Amendment, Date 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
(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 02/15/2012   J(1)   228 A $ 42.26 90,890 D  
Common Stock 02/17/2012   D   16,490 D $ 50 (2) 74,400 D  
Common Stock 02/17/2012   D   13,200 D (3) (4) 61,200 D  
Common Stock 02/17/2012   D   13,200 D (3) (5) 48,000 D  
Common Stock 02/17/2012   D   10,000 D (3) (6) 38,000 D  
Common Stock 02/17/2012   D   10,000 D (3) (7) 28,000 D  
Common Stock 02/17/2012   D   14,000 D (3) (8) 14,000 D  
Common Stock 02/17/2012   D   14,000 D (3) (9) 0 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
Stock Option (right to buy) $ 13.93 02/17/2012   D     2,200   (10) 01/06/2018 Common Stock 2,200 (11) 0 D  
Stock Option (right to buy) $ 10.95 02/17/2012   D     26,400   (12) 01/04/2019 Common Stock 26,400 (11) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Zander Marcia Jean
3975 FREEDOM CIRCLE
9TH FLOOR
SANTA CLARA, CA 95054
      Senior VP of WW Sales  

Signatures

 /s/ Roland B. Cortes, by power of attorney   02/17/2012
**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) Shares acquired on February 15, 2012 under the NetLogic Microsystems, Inc. 2004 Employee Stock Purchase Plan.
(2) Disposed of pursuant to the merger agreement (the "Merger Agreement") among the issuer, Broadcom Corporation ("Broadcom") and I&N Acquisition Corp. in exchange for $50.00 cash per share.
(3) Pursuant to the Merger Agreement, this restricted stock unit (RSU) award was assumed by Broadcom and converted into an RSU award for a number of shares of Broadcom common stock equal to the product (rounded down to the nearest whole share) of (a) the unissued number of issuer shares subject to such award, multiplied by (b) a fraction (the "Option Ratio"), the numerator of which is 50, and the denominator of which is the volume weighted average price for a share of Broadcom common stock for the five trading days immediately prior to (and excluding) February 17, 2012, as reported by Bloomberg, L.P.
(4) This RSU award provided for vesting in full on May 5, 2012.
(5) This RSU award provided for vesting in full on November 5, 2012.
(6) This RSU award provided for vesting in full on May 15, 2013.
(7) This RSU award provided for vesting in full on November 15, 2013.
(8) This RSU award provided for vesting in full on May 15, 2014.
(9) This RSU award provided for vesting in full on November 15, 2013.
(10) This option provided for vesting at the rate of 1/12th of the shares subject to the option at the end of each calendar month during 2011.
(11) Pursuant to the Merger Agreement, this option was assumed by Broadcom and converted into an option to purchase a number of shares of Broadcom common stock equal to the product (rounded down to the nearest whole share) of (a) the number of issuer shares issuable upon exercise in full of such option, multiplied by (b) the Option Ratio, at a proportionately reduced exercise price per share.
(12) This option provided for vesting at the rate of 1/12th of the shares subject to the option at the end of each calendar month during 2012.

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