NetApp, Inc. — Director's Dealing 2016

Dec 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NetApp, Inc. (NTAP)
CIK: 0001002047
Period of Report: 2016-12-07

Reporting Person: HELD GERALD (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-07	Common Stock	M	5000	$33.83	Acquired	5259	Direct
2016-12-07	Common Stock	S	400	$36.12	Disposed	4859	Direct
2016-12-07	Common Stock	S	4600	$36.11	Disposed	259	Direct
2016-12-08	Common Stock	M	5000	$33.83	Acquired	5259	Direct
2016-12-08	Common Stock	S	5000	$36.5	Disposed	259	Direct
2016-12-08	Common Stock	M	10000	$33.83	Acquired	10259	Direct
2016-12-08	Common Stock	S	10000	$36.6044	Disposed	259	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-07	Non-Qualified Stock Option (right to buy)	$33.83	M	5000	Disposed	2016-12-16	Common Stock (5000)	Direct
2016-12-08	Non-Qualified Stock Option (right to buy)	$33.83	M	5000	Disposed	2016-12-16	Common Stock (5000)	Direct
2016-12-08	Non-Qualified Stock Option (right to buy)	$33.83	M	10000	Disposed	2016-12-16	Common Stock (10000)	Direct

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually received ranged from $36.60 to $36.64. 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.

F2: 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.