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NETSCOUT SYSTEMS INC Director's Dealing 2012

Jun 12, 2012

31747_dirs_2012-06-12_d225067d-23f9-4407-92fd-ac3d22ffd5db.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETSCOUT SYSTEMS INC (NTCT)
CIK: 0001078075
Period of Report: 2012-06-08

Reporting Person: SOMMERS DAVID P (Executive Vice-Chairman)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-06-08 Common Stock M 8501 Acquired 195661 Direct
2012-06-08 Common Stock F 3335 $21.39 Disposed 192326 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-06-08 Restricted Stock Unit $ M 8501 Disposed Common Stock (8501) 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, 2012.

F5: 878 of these shares are held by a trust in which the reporting person has a pecuniary interest.

F6: Date is N/A.