NETSCOUT SYSTEMS INC — Director's Dealing 2011

Nov 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETSCOUT SYSTEMS INC (NTCT)
CIK: 0001078075
Period of Report: 2011-11-14

Reporting Person: CADIAN CAPITAL MANAGEMENT, LLC (10% Owner)
Reporting Person: Bannasch Eric (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-14	Common Stock	P	16175	$16.4402	Acquired	4196674	Indirect

Footnotes

F1: These securities are held in the accounts of several investment partnerships and investment funds (collectively, the "Investment Vehicles") for which Cadian Capital Management LLC ("Cadian") serves as investment manager. Eric Bannasch is the managing member of Cadian. Cadian and Mr. Bannasch may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Cadian's position as investment manager of the Investment Vehicles and Mr. Bannasch's status as the managing member of Cadian.