NETSCOUT SYSTEMS INC — Director's Dealing 2014

Jun 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETSCOUT SYSTEMS INC (NTCT)
CIK: 0001078075
Period of Report: 2014-06-08

Reporting Person: DOWNING JOHN (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-08	Common Stock	M	8501	—	Acquired	85518	Direct
2014-06-08	Common Stock	F	2761	$40.45	Disposed	82757	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-08	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 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 June 6, 2014.

F5: Date is N/A.