NetApp, Inc. — Director's Dealing 2012

Jun 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NetApp, Inc. (NTAP)
CIK: 0001002047
Period of Report: 2012-06-01

Reporting Person: WARMENHOVEN DANIEL J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-01	Common Stock	M	5000	—	Acquired	56847	Direct
2012-06-01	Common Stock	M	4325	—	Acquired	61172	Direct
2012-06-01	Common Stock	F	1834	$29.44	Disposed	59338	Direct
2012-06-01	Common Stock	F	1586	$29.44	Disposed	57752	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-01	Non-Qualified Stock Option (right to buy)	$29.44	A	50000	Acquired	2019-05-31	Common Stock (50000)	Direct
2012-06-01	Restricted Stock Unit	$0	M	5000	Disposed		Common Stock (5000)	Direct
2012-06-01	Restricted Stock Unit	$0	M	4325	Disposed		Common Stock (4325)	Direct
2012-06-01	Restricted Stock Unit	$0	A	16700	Acquired		Common Stock (16700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	170000	Indirect
Common Stock	2055281	Indirect
Common Stock	38032	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: Option vests in a series of equal monthly installments over 48 months of service beginning with the one-month annniversary of the grant date.

F5: The restricted stock unit shares vest as to 25% of the shares on the one-year anniversary of the grant date, and 25% of the shares on each annual anniversary thereafter for the next 3 years.