Sec Form 4 Filing - HITZ DAVID @ NETWORK APPLIANCE INC - 2006-05-10

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
HITZ DAVID
2. Issuer Name and Ticker or Trading Symbol
NETWORK APPLIANCE 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 Vice President
(Last) (First) (Middle)
495 EAST JAVA DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2006
(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 05/10/2006 M( 1 ) 9,000 A $ 4.508 4,327,064 I by Trust2 ( 2 )
Common Stock 05/10/2006 M( 1 ) 5,000 A $ 11.25 4,332,064 I by Trust2 ( 2 )
Common Stock 05/10/2006 S( 1 ) 25,000 D $ 36.1813 ( 3 ) 4,307,064 I by Trust2 ( 2 )
Common Stock 22,855 D
Common Stock 200 I by Trust ( 4 )
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 D ate
(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
Non-Qualified Stock Option (right to buy) $ 4.508 05/10/2006 M( 1 ) 9,000 ( 5 ) 04/30/2008 Common Stock 9,000 $ 0 462,000 D
Non-Qualified Stock Option (right to buy) $ 11.25 05/10/2006 M( 1 ) 5,000 ( 5 ) 05/24/2009 Common Stock 5,000 $ 0 349,448 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HITZ DAVID
495 EAST JAVA DRIVE
SUNNYVALE, CA94089
Executive Vice President
Signatures
By: Janice Mahoney by Power of Attorney For: David Hitz 05/12/2006
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option exercises and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 17, 2006
( 2 )Shares held in trust by David Hitz, Trustee to the Sundance Trust UTA 1/17/02. The reporting person continues to report beneficial ownership of all the issuers common stock held by the trust but disclaims beneficial ownership except to the extent of his pecuniary interest therein.
( 3 )The sale prices for the reported transaction were in a range of $35.83 to $37.05 per share.
( 4 )Shares held in trust by The XYZZY 2000 Charitable Remainder Trust, David Hitz, Trustee. The reporting person continues to report beneficial ownership of all the issuers common stock held by the trust but disclaims beneficial ownership except to the extent of his pecuniary interest therein.
( 5 )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.

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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