NETSCOUT SYSTEMS INC — Director's Dealing 2015

Sep 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETSCOUT SYSTEMS INC (NTCT)
CIK: 0001078075
Period of Report: 2015-09-04

Reporting Person: DOWNING JOHN (SVP,Worldwide Sales Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-07	Common Stock	M	4200	—	Acquired	99105	Direct
2015-09-07	Common Stock	F	1365	$35.59	Disposed	97740	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-04	Restricted Stock Unit	$	A	30000	Acquired		Common Stock (30000)	Direct
2015-09-07	Restricted Stock Unit	$	M	4200	Disposed		Common Stock (4200)	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 September 4, 2015.

F5: The restricted stock units vest in four equal annual installments with the first installment vesting on September 4, 2016.

F6: Date is N/A.