Sec Form 4 Filing - GEORGENS THOMAS @ NetApp, Inc. - 2015-06-03

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
GEORGENS THOMAS
2. Issuer Name and Ticker or Trading Symbol
NetApp, Inc. [ NTAP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Former CEO
(Last) (First) (Middle)
495 EAST JAVA DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
06/03/2015
(Street)
SUNNYVALE, CA94089
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/03/2015 M 17,125 A 37,620 D
Common Stock 06/03/2015 F 6,728 D $ 33.245 30,892 D
Common Stock 06/03/2015 M 31,250 A 62,142 D
Common Stock 06/03/2015 F 16,306 D $ 33.245 45,836 D
Common Stock 06/05/2015 S 34,705 D $ 33.8052 ( 2 ) 11,131 D
Common Stock 532 I by Spouse ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Unit ( 4 ) $ 0 06/03/2015 M 17,125 ( 5 ) ( 5 ) Common Stock 17,125 $ 0 168,000 D
Restricted Stock Unit ( 4 ) $ 0 06/03/2015 M 31,250 ( 6 ) ( 6 ) Common Stock 31,250 $ 0 136,750 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GEORGENS THOMAS
495 EAST JAVA DRIVE
SUNNYVALE, CA94089
X Former CEO
Signatures
By: Roberta S. Cohen Attorney-in-Fact For: Thomas Georgens 06/05/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted stock units convert into common stock on a one-for-one basis.
( 2 )The price in Column 4 is a weighted average price. The prices actually received ranged from $33.73 to $33.85. 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.
( 3 )Mr. Georgens disclaims beneficial ownership of these shares.
( 4 )Non-Derivative Securities Beneficially Owned includes shares acquired under NetApp Employee Stock Purchase Plan on May 31, 2013.
( 5 )On June 3, 2013, the reporting person was granted 68,500 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date, subject to continued service on each applicable vesting date.
( 6 )On June 3, 2014, the reporting person was granted 125,000 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date, subject to continued service on each applicable vesting 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).

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.