SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SOMMERS DAVID P

(Last) (First) (Middle)
C/O NETSCOUT SYSTEMS, INC.
310 LITTLETON ROAD

(Street)
WESTFORD MA 01886

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NETSCOUT SYSTEMS INC [ NTCT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice-Chairman
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2012
4. If Amendment, Date of 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
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 02/06/2012 M (1) 17,500 A (1) (2) 193,140 (3) D
Common Stock 02/06/2012 F (4) 5,724 D $20.93 (5) 187,416 (3) D
Common Stock 02/07/2012 M (6) 25,000 A (6) $4.22 212,416 (3) D
Common Stock 02/07/2012 S (6) 25,000 D (6) $21.12 (7) 187,416 (3) D
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 Securities Underlying Derivative Security (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: 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) 02/06/2012 M (1) 17,500 02/06/2012 (8) Common Stock 17,500 (2) 53,663 D
Employee Stock Options (Right to Buy) $4.22 02/07/2012 M (6) 25,000 (9) 07/17/2012 Common Stock 25,000 $0 0 D
Explanation of Responses:
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. 2,500 of these shares are held by a trust in which the reporting person has a pecuniary interest.
4. 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.
5. Represents the closing price of the Company's Common Stock on February 3, 2012.
6. Option was exercised and related Common stock was sold pursuant to a 10b5-1 plan.
7. The shares sold on this date were sold in multiple transactions. This price is the weighted average sales price per share; the actual sales price per share ranged from $20.98 to $21.22.
8. Date is N/A.
9. Option vested over three years in equal quarterly installments. The initial portion of the option grant initially became exercisable on September 13, 2003, and the remainder vested in equal quarterly installments thereafter.
By: /s/ David P. Sommers 02/08/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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