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Form 4 NetApp, Inc. For: Aug 15 Filed by: CERNUDA CESAR

August 17, 2022 5:49 PM EDT

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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 *
CERNUDA CESAR

(Last) (First) (Middle)
3060 OLSEN DRIVE

(Street)
SAN JOSE CA 95128

(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)
President
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2022
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 Shares 08/15/2022   M   66,768 A $ 0 127,843 D  
Common shares 08/15/2022   F   31,380 D $ 74.63 96,463 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 (1) 08/15/2022   M     29,964 08/15/2021 (2) 08/17/2027 Common Stock 29,964 $ 0 0 D  
Restricted Stock $ 0 (1) 08/15/2022   M     34,573 08/15/2021 (3) 08/17/2027 Common Stock 34,573 $ 0 0 D  
Restricted Stock $ 0 (1) 08/15/2022   M     2,231 05/15/2022 (4) 07/01/2028 Common Stock 2,231 $ 0 24,544 D  
Explanation of Responses:
1. Restricted Stock Units convert into common stock on a one-for-one basis.
2. On August 17, 2020, the reporting person was granted 59,927 restricted stock units, with 50% vesting on August 15, 2021, and the remaning 50% vesting on August 15, 2022, subject to continued service on each applicable vesting date.
3. On August 17, 2020, the reporting person was granted 69,146 restricted stock units, with 50% vesting on August 15, 2021, and the remaning 50% vesting on August 15, 2022, subject to continued service on each applicable vesting date.
4. On July 1, 2021, the reporting person was granted 35,700 restricted stock units. Restricted stock unit awards shall vest as to twenty-five percent (25%) of the shares May 15, 2022 and 1/16th (6.25%) of the shares quarterly thereafter for the next three years, subject to continued service on each applicable vesting date.
Remarks:
The number of securities shown to be beneficially owned following the transaction previously reported on a Form 4 filed on August 17, 2021 was incorrectly reported as 84,273 (as opposed to 95,507) due to a previous clerical error, which calculation error was not carried forth on Forms 4 subsequently filed.
By:Roberta S Cohen, Attorney-in-Fact for Cesar Cernuda 08/17/2022
** 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).
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.


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