SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kryder Andrew

(Last)

(First)

(Middle)

495 EAST JAVA DRIVE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/14/2009

3. Issuer Name and Ticker or Trading Symbol
NetApp, Inc. [ NTAP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP, Legal and Tax

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	32,476	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option (right to buy)	⁽¹⁾	05/08/2013	Common Stock	5,209	$15.711	D
Incentive Stock Option (right to buy)	⁽¹⁾	05/02/2014	Common Stock	3,959	$19.17	D
Incentive Stock Option (right to buy)	⁽¹⁾	02/28/2014	Common Stock	1,139	$21.97	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	10/31/2012	Common Stock	30,000	$9.99	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	02/06/2012	Common Stock	28,750	$15.32	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	05/08/2013	Common Stock	39,645	$15.711	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	05/02/2014	Common Stock	34,041	$19.17	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	05/31/2016	Common Stock	40,000	$20.69	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	02/28/2014	Common Stock	3,861	$21.97	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	06/01/2015	Common Stock	20,000	$23.79	D
Restricted Stock Unit	⁽³⁾	04/28/2010	Common Stock	1,250	$0	D
Restricted Stock Unit	⁽⁴⁾	06/19/2011	Common Stock	6,666	$0	D
Restricted Stock Unit	⁽³⁾	04/25/2012	Common Stock	22,500	$0	D
Restricted Stock Unit	⁽³⁾	06/02/2012	Common Stock	5,000	$0	D
Restricted Stock Unit	⁽⁵⁾	06/19/2012	Common Stock	3,999	$0	D
Restricted Stock Unit	⁽³⁾	06/01/2013	Common Stock	13,333	$0	D
Restricted Stock Unit	⁽³⁾	06/19/2013	Common Stock	16,118	$0	D

Explanation of Responses:

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

2. 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.

3. 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.

4. The restricted stock unit shares vest as to 50% of the shares on the one-year anniversary of the grant date, and 50% of the shares on second annual anniversary of the grant date.

5. The restricted stock unit shares vest as to one-third of the shares on the one-year anniversary of the grant date; and one-third of the shares on each of the second and third annual anniversary of the grant date.

	By: Janice Mahoney by Power of Attorney For: Andrew Kryder	10/23/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.