SEC Filing | NetApp

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

De Lorenzo Daniel

(Last)

(First)

(Middle)

3060 OLSEN DR

(Street)

SAN JOSE

95128

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/08/2024

3. Issuer Name and Ticker or Trading Symbol
NetApp, Inc. [ NTAP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Controller & CAO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit	⁽¹⁾	⁽¹⁾	Common Shares	620	⁽²⁾	D
Restricted Stock Unit	⁽³⁾	⁽³⁾	Common Shares	875	⁽²⁾	D
Restricted Stock Unit	⁽⁴⁾	⁽⁴⁾	Common Shares	486	⁽²⁾	D
Restricted Stock Unit	⁽⁵⁾	⁽⁵⁾	Common Shares	968	⁽²⁾	D
Restricted Stock Unit	⁽⁶⁾	⁽⁶⁾	Common Shares	2,341	⁽²⁾	D

Explanation of Responses:

1. On July 1, 2020, the reporting person was granted 2,480 restricted stock units, vesting in four equal annual installments beginning on June 1, 2021 and subject to continued service on each applicable vesting date.

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

3. On July 1, 2021, the reporting person was granted 2,800 restricted stock units, vesting as to twenty-five percent (25%) of the shares on 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.

4. On November 15, 2021, the reporting person was granted 1,110 restricted stock units, vesting as to twenty-five percent (25%) of the shares on November 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.

5. On July 1, 2022, the reporting person was granted 1,720 restricted stock units, vesting as to twenty-five percent (25%) of the shares on May 15, 2023 and 1/16th (6.25%) of the shares quarterly thereafter for the next three years, subject to continued service on each applicable vesting date.

6. On July 13, 2023, the reporting person was granted 2,341 restricted stock units, vesting as to twenty-five percent (25%) of the shares on May 15, 2024 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:

Exhibit List: Ex-24 Power of Attorney.

	/s/ Michael Schultz, Attorney-in-Fact for Daniel De Lorenzo	04/09/2024
	** 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 5 (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.

EX-24

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Elizabeth O’Callahan, Dena Acevedo, Bryan Y.M. Tham and Michael Schultz, or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1)

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or 10% stockholder of NetApp, Inc. (the “Company”), any and all Form 3, 4 and 5 reports required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(3)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 and 5 report, complete and execute any amendment or amendments thereto and timely file such report with the SEC and any stock exchange or similar authority; and

(4)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such

attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney supersedes any other powers granted on a prior date for the same purposes. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 and 5 reports with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact; provided that this Power of Attorney shall be automatically revoked with respect to an attorney-in-fact upon the termination of such attorney-in-fact’s employment with the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of March, 2024.

By: /s/ Daniel De Lorenzo

Print Name: Daniel De Lorenzo