NetApp, Inc. — Director's Dealing 2013

Feb 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NetApp, Inc. (NTAP)
CIK: 0001002047
Period of Report: 2013-02-17

Reporting Person: Goel Manish (Exec VP of Product Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-17	Common Stock	M	2500	—	Acquired	2500	Direct
2013-02-17	Common Stock	F	1013	$36.55	Disposed	1487	Direct
2013-02-19	Common Stock	M	6875	$15.59	Acquired	8362	Direct
2013-02-19	Common Stock	S	6875	$36.4581	Disposed	1487	Direct
2013-02-19	Common Stock	M	12500	$20.69	Acquired	13987	Direct
2013-02-19	Common Stock	S	12500	$36.4581	Disposed	1487	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-19	Non-Qualified Stock Option (right to buy)	$15.59	M	6875	Disposed	2016-02-16	Common Stock (6875)	Direct
2013-02-19	Non-Qualified Stock Option (right to buy)	$20.69	M	12500	Disposed	2016-05-31	Common Stock (12500)	Direct
2013-02-17	Restricted Stock Unit	$0	M	2500	Disposed	2013-02-17	Common Stock (2500)	Direct

Footnotes

F1: These shares were retained by the Company in order to meet the tax withholding obligations of the reporting person in connection with the vesting of an installment of the restricted stock units.

F2: The price in Column 4 is a weighted average price. The sale prices ranged from $36.45 to $36.49 per share. 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: Option vests with respect to 25% of the option shares on the first anniversary of the grant date and the balance in a series of equal monthly installments over the next 36 months of service thereafter.

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.