Fawcett Matthew K Form 4 NetApp / MATTHEW K FAWCETT ownership change

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^*

FAWCETT MATTHEW K

(Last) (First) (Middle)

1395 CROSSMAN AVE

(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)
SVP, GC & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2019

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	05/31/2019		J(1)		357	A	$50.32	76,722	D
Common Stock	06/01/2019		M		4,850	A	$0.0	81,572	D
Common Stock	06/01/2019		F		2,404	D	$59.2	79,168	D
Common Stock	06/01/2019		M		2,850	A	$0.0	82,018	D
Common Stock	06/01/2019		F		1,413	D	$59.2	80,605	D
Common Stock	06/01/2019		M		6,500	A	$0.0	87,105	D
Common Stock	06/01/2019		F		3,222	D	$59.2	83,883	D
Common Stock	06/01/2019		M		5,000	A	$0.0	88,883	D
Common Stock	06/01/2019		F		2,479	D	$59.2	86,404	D
Common Stock	06/01/2019		M		3,000	A	$0.0	89,404	D
Common Stock	06/01/2019		F		1,487	D	$59.2	87,917	D
Common Stock	06/03/2019		S(2)		11,195	D	$58.7633(3)	76,722	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
Restricted Stock Unit	$0.0(4)	06/01/2019		M			4,850	06/01/2016(5)	06/23/2022	Common Stock	4,850	$0.0	2,850	D
Restricted Stock Unit	$0.0(4)	06/01/2019		M			2,850	06/01/2016(6)	06/23/2022	Common Stock	2,850	$0.0	0	D
Restricted Stock Unit	$0.0(4)	06/01/2019		M			6,500	06/01/2017(7)	06/01/2023	Common Stock	6,500	$0.0	6,500	D
Restricted Stock Unit	$0.0(4)	06/01/2019		M			5,000	06/01/2018(8)	06/01/2024	Common Stock	5,000	$0.0	10,000	D
Restricted Stock Unit	$0.0(4)	06/01/2019		M			3,000	06/01/2019(9)	06/01/2025	Common Stock	3,000	$0.0	9,000	D
Restricted Stock Unit	$0.0(4)	06/03/2019		A		11,500		06/01/2020(10)	06/03/2026	Common Stock	11,500	$0.0	11,500	D

Explanation of Responses:

1. Shares purchased under the NetApp 1999 Employee Stock Purchase plan on May 31, 2019.

2. The sale(s) reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 3, 2018.

3. The price in Column 4 is a weighted average price. The prices actually received ranged from $58.42 to $59.10. 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.

4. Restricted stock units convert into common stock on a one-for-one basis.

5. On June 23, 2015, the reporting person was granted 19,400 restricted stock units, vesting in four equal annual installments beginning on June 1, 2016, subject to continued service on each applicable vesting date.

6. On June 23, 2015, the reporting person was granted 11,400 restricted stock units, vesting in four equal annual installments beginning on June 1, 2016 and subject to continued service on each applicable vesting date.

7. On June 1, 2016, the reporting person was granted 26,000 restricted stock units, vesting in four equal annual installments beginning on June 1, 2017 and subject to continued service on each applicable vesting date.

8. On June 1, 2017, the reporting person was granted 20,000 restricted stock units, vesting in four equal annual installments beginning on June 1, 2018 and subject to continued service on each applicable vesting date.

9. On June 4, 2018, the reporting person was granted 12,000 restricted stock units, vesting in four equal annual installments beginning on June 1, 2019 and subject to continued service on each applicable vesting date.

10. On June 3, 2019, the reporting person was granted 11,500 restricted stock units, vesting in four equal annual installments beginning on June 1, 2020 and subject to continued service on each applicable vesting date.

	By: Roberta S Cohen Attorney-in-Fact For: Matthew K Fawcett	06/04/2019
	** Signature of Reporting Person	Date
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