NETSCOUT SYSTEMS INC — Director's Dealing 2015

Jul 15, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETSCOUT SYSTEMS INC (NTCT)
CIK: 0001078075
Period of Report: 2015-07-14

Reporting Person: LICO JAMES A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-14	Common Stock	A	4994	—	Acquired	4994	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-14	Restricted Stock Unit	$	A	413	Acquired		Common Stock (413)	Direct

Footnotes

F1: The reporting person tendered 2,500 shares of common stock of Danaher Corporation ("Danaher") in the exchange offer commenced by Danaher on May 14, 2015 (the "Exchange Offer") in exchange for 2.4000 common units of Potomac Holding LLC ("Newco") per share of Danaher common stock tendered, which is adjusted by a preliminary proration factor of 83.24%. In connection with the previously announced merger (the "Merger") of a wholly-owned subsidiary of NetScout Systems, Inc. ("NetScout") with Newco, each common unit of Newco received by the reporting person in the exchange offer converted automatically into one share of NetScout common stock. The number of shares of NetScout common stock set forth above to be acquired by the reporting person represents an estimate and is subject to change as a result of the final proration factor to be announced by Danaher. The reporting person undertakes to amend this report as necessary upon the determination of the final proration factor.

F2: Received in exchange for 4,994 common units of Newco, which Mr. Lico became entitled to following his tender of 2,500 shares of Danaher stock in the Exchange Offer. As described in the note above, in the Merger, each outstanding common unit of Newco was converted into the right to receive one share of NetScout common stock (with cash being paid in lieu of fractional shares). On July 13, 2015, the last trading day prior to the closing date of the Merger, the closing price of NetScout common stock was $36.89 per share. The closing price of Danaher common stock on July 13, 2015 was $88.00 per share.

F3: Price is N/A.

F4: All of the Restricted Stock Units vest on the date of the Company's Annual Meeting to occur in 2015, provided that during the period from the date of grant through the date of such Annual Meeting, the reporting person attends at least 75% of the meetings, collectively, of the Board and any committee of the Board of which the reporting person is a member. In the event that the attendance requirements are not met, the Restricted Stock Units will not become vested until 7/14/2018.

F5: Date is N/A.