Sec Form 4 Filing - Goel Manish @ NetApp, Inc. - 2013-02-17

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
Goel Manish
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)
Exec VP of Product Operations
(Last) (First) (Middle)
495 EAST JAVA DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/17/2013
(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 02/17/2013 M 2,500 A $ 0 2,500 D
Common Stock 02/17/2013 F 1,013 ( 1 ) D $ 36.55 1,487 D
Common Stock 02/19/2013 M 6,875 A $ 15.59 8,362 D
Common Stock 02/19/2013 S 6,875 D $ 36.4581 ( 2 ) 1,487 D
Common Stock 02/19/2013 M 12,500 A $ 20.69 13,987 D
Common Stock 02/19/2013 S 12,500 D $ 36.4581 ( 2 ) 1,487 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 (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
Non-Qualified Stock Option (right to buy) $ 15.59 02/19/2013 M 6,875 ( 3 ) 02/16/2016 Common Stock 6,875 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 20.69 02/19/2013 M 12,500 ( 4 ) 05/31/2016 Common Stock 12,500 $ 0 4,167 D
Restricted Stock Unit $ 0 02/17/2013 M 2,500 ( 5 ) 02/17/2013 Common Stock 2,500 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goel Manish
495 EAST JAVA DRIVE
SUNNYVALE, CA94089
Exec VP of Product Operations
Signatures
By: Haleh Carrillo, Attorney-in-Fact for For: Manish Goel 02/21/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were retained by the Company in order to meet the tax withholding obligations of the reporting person in connection with the vesting of an installment of the restricted stock units.
( 2 )The price in Column 4 is a weighted average price. The sale prices ranged from $36.45 to $36.49 per share. 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 )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.
( 4 )Option vests in a series of equal monthly installments over 48 months of service beginning with the one-month annniversary of the grant date.
( 5 )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.

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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