NetApp, Inc. — Director's Dealing 2011

Dec 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NetApp, Inc. (NTAP)
CIK: 0001002047
Period of Report: 2011-12-22

Reporting Person: WARMENHOVEN DANIEL J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-22	Common Stock	M	3153	$7.927	Acquired	2130634	Indirect
2011-12-22	Common Stock	S	3153	$36.0824	Disposed	2127481	Indirect
2011-12-22	Common Stock	M	120000	$15.32	Acquired	2247481	Indirect
2011-12-22	Common Stock	S	120000	$36.0824	Disposed	2127481	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-22	Non-Qualified Stock Option (right to buy)	$7.927	M	3153	Disposed	2012-01-01	Common Stock (3153)	Direct
2011-12-22	Non-Qualified Stock Option (right to buy)	$15.32	M	120000	Disposed	2012-02-06	Common Stock (120000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	51314	Direct
Common Stock	170000	Indirect
Common Stock	38032	Indirect

Footnotes

F1: Shares held in trust by Daniel J. Warmenhoven & Charmaine A. Warmenhoven, trustees to The Warmenhoven 1987 Revocable Trust UTA dated 12/16/87, as amended.

F2: The price in Column 4 is a weighted average price. The prices actually received ranged from $36.00 to $36.19. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F3: Shares held by Warmenhoven Ventures LP, a limited partnership of which the Warmenhoven Management Trust is the general partner, of which the reporting person and his wife are the trustees. Reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F4: Shares held in trust by Richard A. Andre, trustee to The Daniel J. Warmenhoven 1991 Children's Trust. Reporting person disclaims beneficial ownership of such shares.

F5: Option vests with respect to 1/12 of the option shares on January 31, 2002 and the balance in a series of equal month installments over the next 11 months thereafter.

F6: Option vests with respect to 20% of the shares in equal monthly installments over the 12 months of service measured from the first anniversary of the option date; 30% of the shares in equal monthly installments over the following 12 months of service; and 50% of the shares in equal monthly installments over the final 12 months of service.