NETSCOUT SYSTEMS INC — Director's Dealing 2011

Feb 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETSCOUT SYSTEMS INC (NTCT)
CIK: 0001078075
Period of Report: 2011-02-04

Reporting Person: DOWNING JOHN (SVP, WorldwideSalesOperations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-04	Common Stock	M	17500	—	Acquired	65687	Direct
2011-02-04	Common Stock	F	5685	$24.14	Disposed	60002	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-04	Restricted Stock Unit	$	M	17500	Disposed		Common Stock (17500)	Direct

Footnotes

F1: The shares of Common Stock were acquired upon the vesting of certain Restricted Stock Units previously granted to the reporting person.

F2: Price is N/A.

F3: The shares of Common Stock were withheld to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units.

F4: Represents the closing price of the Company's Common Stock on February 3, 2011.

F5: Date is N/A.