NETSCOUT SYSTEMS INC — Director's Dealing 2011

Jun 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETSCOUT SYSTEMS INC (NTCT)
CIK: 0001078075
Period of Report: 2011-06-08

Reporting Person: DOWNING JOHN (SVP, WorldwideSalesOperations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-08	Common Stock	M	8500	—	Acquired	60208	Direct
2011-06-08	Common Stock	F	2699	$20.24	Disposed	57509	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-08	Restricted Stock Unit	$	M	8500	Disposed		Common Stock (8500)	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 by the Company to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units. The withheld shares were returned to treasury.

F4: Represents the closing price of the Company's Common Stock on June 7, 2011.

F5: Date is N/A.