NETSCOUT SYSTEMS INC — Director's Dealing 2014

Aug 22, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETSCOUT SYSTEMS INC (NTCT)
CIK: 0001078075
Period of Report: 2014-08-21

Reporting Person: DOWNING JOHN (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-21	Common Stock	M	3622	—	Acquired	86379	Direct
2014-08-21	Common Stock	F	1179	$45.42	Disposed	85200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-21	Restricted Stock Unit	$	M	3622	Disposed		Common Stock (3622)	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 August 20, 2014.

F5: Date is N/A.