SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

NetApp, Inc.

Daniel J. Warmenhoven
Chief Executive Officer and Director
NetApp, Inc.
495 East Java Drive,
Sunnyvale, California 94089
(408) 822-6000
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)

Copies to:
Steven E. Bochner, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300

CALCULATION OF FILING FEE

	Transaction Valuation*			Amount of Filing Fee
	Not applicable*			Not Applicable*

*		A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
o		Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

		Amount Previously Paid:		Not applicable.
		Form or Registration No.:		Not applicable.
		Filing party:		Not applicable.
		Date filed:		Not applicable.

þ

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

	o		third party tender offer subject to Rule 14d-1.
	þ		issuer tender offer subject to Rule 13e-4.
	o		going-private transaction subject to Rule 13e-3.
	o		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

 

On April 21, 2009, the stockholders of NetApp, Inc. (the “Company”) approved a one-time option exchange program (the “Option Exchange Program”) pursuant to which employees of the Company (excluding executives and directors) who hold certain options to purchase shares of the Company’s common stock (such options, “eligible options”) will be given the opportunity to exchange such eligible options for restricted stock units.

The attached written communication (the “Exhibit”) was disseminated by the Company on May 20, 2009 in connection with the proposed Option Exchange Program.

The attached Exhibit does not constitute an offer to holders of eligible options to exchange such options. The Option Exchange Program described in the Exhibit has not yet commenced. Even though the Option Exchange Program has been approved by the stockholders of the Company, the Company may still decide not to implement the Option Exchange Program. Persons who are eligible to participate in the Option Exchange Program should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available because they will contain important information about the Option Exchange Program. The Company will file the Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) upon the commencement of the Option Exchange Program. The Company’s stockholders and option holders will be able to obtain these written materials and other documents filed by the Company with the SEC free of charge from the SEC’s website at www.sec.gov. Eligible holders of the Company’s options may obtain a written copy of the tender offer documents free of charge, when available, by contacting the Compensation Group at NetApp, Inc., 495 East Java Dr., Sunnyvale, CA 94089.

Exhibit
Number		Description
99.1		Email to Employees from Daniel Warmenhoven, disseminated by the Company on May 20, 2009 in connection with the Option Exchange Program.

From: Warmenhoven, Dan
Sent: Wednesday, May 20, 2009 8:21 AM
To: c-dl-employees
Subject: Employee Stock Option Exchange Program

On Friday, NetApp will launch the employee stock option exchange program. This voluntary, one-time program allows eligible employees to exchange certain stock options for a lesser number of restricted stock units. To be eligible for the stock option exchange program, an employee’s stock option must be granted prior to June 20, 2008 and have an exercise price per share greater than $22.00. Employees in some international locations are not eligible to participate in this program.

If you are eligible to participate, you will receive a follow-up email on Friday May 22, 2009 from optexch@netapp.com with important details on the employee stock option exchange program.  Please read this email. Information about the exchange program and FAQs are available on the intranet at http://finance-web.corp.netapp.com/stock/stock-option-exchange_09.html.

Eligible employees that wish to participate in the stock option exchange program should follow the instructions provided in the email and make an election by the deadline on June 19, 2009 at 9:00 PM U.S. Pacific Daylight Time.

Please review the stock option exchange program materials carefully. If, after reviewing the materials, you still have questions about the program, please contact optexch@netapp.com.

Dan