Ownership Submission
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)
09/07/2012
(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 09/07/2012   M(1)   11,760 A (1) (2) 37,780 D  
Common Stock 09/07/2012   F(3)   3,931 D $ 25.23 (4) 33,849 D  
Common Stock 07/16/2012   G(5) V 202,319 (5) D (2) 2,590,043 I See Footnote (6)

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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) 09/07/2012   M     11,760 09/07/2012   (7) Common Stock 11,760 (2) 114,782 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   09/11/2012
**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 September 6, 2012.
(5) This reflects the transfer of 202,319 shares of Common Stock held by a grantor retained annuity trust in the name of the reporting person upon the termination of such trust to existing trusts for the benefit of the reporting person's adult children in accordance with the terms of the grantor retained annuity trust's trust documents. The remainder of the shares held by such grantor retained annuity trust were transferred to an existing trust in the name of the reporting person in accordance with the terms of the grantor retained annuity trust's trust documents and as a result there was no change in the number of shares beneficially owned by the reporting person with respect to those shares.
(6) The shares of Common Stock are beneficially owned by various trusts for the benefit of the reporting person and his spouse.
(7) Date is N/A

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