JOHN DOWNING - 06 Jun 2024 Form 4 Insider Report for NETSCOUT SYSTEMS INC (NTCT)

Role: EVP, World-Wide Sales
Signature: /s/ John Downing
Issuer symbol: NTCT
Transactions as of: 06 Jun 2024
Net transactions value: -$56,500
Form type: 4
Filing time: 10 Jun 2024, 21:36:23 UTC
Previous filing: 20 Feb 2024
Next filing: 18 Jun 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NTCT	Common Stock	Options Exercise		+10,080	+8.1%		134,997	06 Jun 2024	Direct	F1, F2
transaction	NTCT	Common Stock	Tax liability	$56,500	-2,969	-2.2%	$19.03	132,028	06 Jun 2024	Direct	F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NTCT	Performance Stock Unit	Options Exercise		-10,080	-20%		40,320	06 Jun 2024	Common Stock	10,080		Direct	F2, F8
transaction	NTCT	Restricted Stock Unit	Award		+21,600	+44%		70,200	06 Jun 2024	Common Stock	21,600		Direct	F2, F5, F6
transaction	NTCT	Performance Stock Unit	Award		+14,400	+36%		54,720	06 Jun 2024	Common Stock	14,400		Direct	F2, F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The shares of Common Stock were acquired upon the vesting of certain performance stock units previously granted to the reporting person.
F2	The 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 5, 2024.
F5	The restricted stock units vest in four equal annual installments with the first installment vesting on June 6, 2025.
F6	Date is N/A.
F7	The performance stock units shall vest in a range of 0% to 100% upon the determination of the Compensation Committee of the Board of the attainment of the required relative total shareholder return over the 36-month period commencing on June 6, 2024, and ending on June 5, 2027.
F8	On June 3, 2021, the reporting person was granted 18,000 performance stock units (the "Prior PSUs"), which shall vest in a range of 0% to 100% upon the determination of the Compensation Committee of the Board of the attainment of the required relative total shareholder return over the 36-month period commencing on June 4, 2021, and ending on June 3, 2024. On June 6, 2024, the Compensation Committee of the Board determined that 56% of the Prior PSUs shall vest.