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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Unit | (2) | 06/06/2024 | M | 20,160 | (9) | (9) | Common Stock | 20,160 | (2) | 80,640 | D | ||||
| Restricted Stock Unit | (2) | 06/06/2024 | A | 43,200 | (5) | (6) | Common Stock | 43,200 | (2) | 140,400 | D | ||||
| Performance Stock Unit | (2) | 06/06/2024 | A | 28,800 | (8) | (6) | Common Stock | 28,800 | (2) | 109,440 | D | ||||
| 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 | President & CEO | ||
| /s/ Greg Sloan, by Power of Attorney | 06/10/2024 | |
| **Signature of Reporting Person | Date |
| * | 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 performance stock units previously granted to the reporting person. |
| (2) | The price is N/A. |
| (3) | The shares of Common Stock were withheld to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units. |
| (4) | Represents the closing price of the Company's Common Stock on June 5, 2024. |
| (5) | The restricted stock units vest in four equal annual installments with the first installment vesting on June 6, 2025. |
| (6) | Date is N/A. |
| (7) | The shares of Common Stock are beneficially owned by various trusts for the benefit of the reporting person and his spouse. |
| (8) | 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. |
| (9) | On June 3, 2021, the reporting person was granted 36,000 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. |