NetApp, Inc. — Director's Dealing 2011

Mar 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NetApp, Inc. (NTAP)
CIK: 0001002047
Period of Report: 2011-03-16

Reporting Person: WALLACE RICHARD P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-16	Non-Qualified Stock Option (right to buy)	$46.77	A	27500	Acquired	2018-03-15	Common Stock (27500)	Direct
2011-03-16	Restricted Stock Unit	$0	A	9166	Acquired		Common Stock (9166)	Direct

Footnotes

F1: The option shares are immediately exercisable as of the grant date and shall initially be unvested and subject to repurchase by the corporation at the exercise price per share. The reporting person shall acquire a vested interest in the option shares, and the corporation's repurchase right shall accordingly lapse, with respect to 12,500 shares upon the completion of one year of service as a member of the corporation's Board of Directors measured from the grant date; and the balance of the shares in a series of three successive equal annual installments upon the completion of each year of Board service over the three-year period measured from the first anniversay of the grant date.

F2: The restricted stock units vest as to 4,165 shares on the first annual anniversary of the grant date, and an additional 1,667 shares on each of the next three annual anniversaries dates, subject to the reporting person's continuous Board service. Vested shares will be delivered to the reporting person upon the earlier of: (i) date the reporting person ceases to serve as a Board member; (i) date on which a Change of Control occurs.