XNAS:NTCT NetScout Systems Inc Insider Activity 4 Filing - 6/11/2012

Effective Date 6/11/2012

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SINGHAL ANIL K
  2. Issuer Name and Ticker or Trading Symbol
NETSCOUT SYSTEMS INC [NTCT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O NETSCOUT SYSTEMS, INC., 310 LITTLETON ROAD
3. Date of Earliest Transaction (Month/Day/Year)
06/11/2012
(Street)

WESTFORD, MA 01886
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/11/2012   M(1)   19,056 A(1) (2) 32,061 D  
Common Stock 06/11/2012   F(3)   6,041 D $21.18(4) 26,020 D  
Common Stock 12/08/2011   G(5)   24,000 D (2) 2,804,058 I See Footnote(7)
Common Stock 12/08/2011   G(6)   11,696 D (2) 2,792,362 I See Footnote(7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (2) 06/11/2012   M(1)     19,056 06/11/2012   (8) Common Stock 19,056 (2) 85,151 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SINGHAL ANIL K
C/O NETSCOUT SYSTEMS, INC.
310 LITTLETON ROAD
WESTFORD, MA 01886
  X     Chief Executive Officer  

Signatures

 /s/ Anil K. Singhal   06/13/2012
** Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The shares of Common Stock were acquired upon the vesting of certain Restricted Stock Units previously granted to the reporting person.
(2) Price is N/A.
(3) 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.
(4) Represents the closing price of the Company's Common Stock on June 8, 2012.
(5) The transfer was made without receipt of consideration by the reporting person to a charitable foundation in which the reporting person is a trustee but has no pecuniary interest.
(6) The transfer was made without receipt of consideration by the reporting person to a trust in which the reporting person has no pecuniary interest.
(7) The shares of Common Stock are beneficially owned by various trusts for the benefit of the reporting person and his spouse.
(8) Date is N/A.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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XNAS:NTCT NetScout Systems Inc Insider Activity 4 Filling

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XNAS:NTCT NetScout Systems Inc Insider Activity 4 Filing - 6/11/2012
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