NETSCOUT SYSTEMS INC — Director's Dealing 2012

Feb 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETSCOUT SYSTEMS INC (NTCT)
CIK: 0001078075
Period of Report: 2012-02-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-06	Common Stock	M	17500	—	Acquired	193140	Direct
2012-02-06	Common Stock	F	5724	$20.93	Disposed	187416	Direct
2012-02-07	Common Stock	M	25000	$4.22	Acquired	212416	Direct
2012-02-07	Common Stock	S	25000	$21.12	Disposed	187416	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-06	Restricted Stock Unit	$	M	17500	Disposed		Common Stock (17500)	Direct
2012-02-07	Employee Stock Options (Right to Buy)	$4.22	M	25000	Disposed	2012-07-17	Common Stock (25000)	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: 2,500 of these shares are held by a trust in which the reporting person has a pecuniary interest.

F4: 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.

F5: Represents the closing price of the Company's Common Stock on February 3, 2012.

F6: Option was exercised and related Common stock was sold pursuant to a 10b5-1 plan.

F7: The shares sold on this date were sold in multiple transactions. This price is the weighted average sales price per share; the actual sales price per share ranged from $20.98 to $21.22.

F8: Date is N/A.

F9: Option vested over three years in equal quarterly installments. The initial portion of the option grant initially became exercisable on September 13, 2003, and the remainder vested in equal quarterly installments thereafter.