SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GOMO STEVEN J

(Last) (First) (Middle)
495 EAST JAVA DRIVE

(Street)
SUNNYVALE CA 94089

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NetApp, Inc. [ NTAP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP, CFO
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2011
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/27/2011 M 50,000 A $20.61 68,236 D
Common Stock 05/27/2011 M 70,000 A $29.24 138,236 D
Common Stock 05/27/2011 M 54,087 A $23.79 192,323 D
Common Stock 05/27/2011 M 47,916 A $20.69 240,239 D
Common Stock 05/27/2011 S 222,003 D $55.11(1) 18,236 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $20.61 05/27/2011 M 50,000 (2) 09/01/2014 Common Stock 50,000 $0 0 D
Non-Qualified Stock Option (right to buy) $20.69 05/27/2011 M 47,916 (3) 05/31/2016 Common Stock 47,916 $0 52,084 D
Non-Qualified Stock Option (right to buy) $23.79 05/27/2011 M 54,087 (3) 06/01/2015 Common Stock 54,087 $0 20,913 D
Non-Qualified Stock Option (right to buy) $29.24 05/27/2011 M 70,000 (3) 05/31/2015 Common Stock 70,000 $0 0 D
Explanation of Responses:
1. The price in Column 4 is a weighted average price. The prices actually received ranged from $54.72 to $55.36. 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.
2. Option vests with respect to 50% of the option shares on the second anniversary of the grant date and the balance in a series of equal monthly installments over the next 24 months of service thereafter.
3. Option vests in a series of equal monthly installments over 48 months of service beginning with the one-month annniversary of the grant date.
Remarks:
Non-Derivative Securities Beneficially Owned by Direct Ownership includes 548 shares of Issuer's common stock acquired on November 30, 2010 under the NetApp, Inc. Employee Stock Purchase Plan.
Steven John Gomo 06/01/2011
** 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 4 (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).
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