LGIM Files 13G: 4.0 M NTCT Shares, 5.69% Ownership Revealed

Rhea-AI Filing Summary

Legal & General Group Plc and several affiliated investment entities have filed Amendment No. 1 to a Schedule 13G reporting a passive, >5% ownership stake in NetScout Systems, Inc. (NASDAQ: NTCT) as of 31 December 2023.

The filing shows the parent company and four subsidiaries collectively hold 4,037,807 common shares, representing 5.69 % of NetScout’s outstanding stock. Voting and dispositive authority is shared among the entities, with no sole voting or dispositive power reported. Key subsidiaries and their individual holdings include:

• Legal & General Investment Management Ltd – 3,904,236 shares (5.5 % of class)
• LGIM Managers (Europe) Ltd – 3,844,312 shares (5.41 %)
• Legal & General UCITS ETF Plc – 3,844,312 shares (5.40 %)
• Legal & General Investment Management America Inc – 133,571 shares (0.19 %)

The positions are reported under Rule 13d-1(b), indicating passive investment intent; no activist agenda or control-seeking language appears. All entities classify themselves as financial institutions (FI) or investment advisers (IA) and are regulated in the United Kingdom, Ireland, or the United States. The certification confirms that the foreign regulatory regimes are comparable to U.S. standards.

For NTCT shareholders, the disclosure provides transparency on institutional ownership dynamics. While the incremental stake itself does not alter NetScout’s operations, a 5.7 % holding by a well-known asset manager can improve trading liquidity, broaden analyst coverage, and signal external confidence in the company’s long-term prospects.

Positive

• Legal & General Group reports a 5.69 % passive stake, adding a reputable institutional investor to NTCT’s shareholder base, which can enhance liquidity and external confidence.

Negative

• None.

Insights

Portfolio Manager

TL;DR – Legal & General now owns 5.7 % of NTCT, a passive stake that raises institutional float but implies no activist pressure.

Crossing the 5 % threshold obliges disclosure and often draws attention from other investors. Legal & General’s aggregate 4.04 m-share position is material for a company with a ~$1.2 bn market cap, yet small relative to LGIM’s global AUM. The filing uses Schedule 13G, not 13D, underscoring a non-activist, long-only stance. Added institutional sponsorship can tighten spreads and support valuation multiples, but there is no direct operational impact. Overall market reaction should be modest unless subsequent filings signal intent changes.

Corporate Governance Expert

TL;DR – Passive 13G filing signals compliance, minimal governance implications for NetScout’s board.

Because sole voting power is zero and all authority is shared, the group is unlikely to influence proxy matters without coordination. Ownership just above 5 % does not grant board nomination rights under NTCT bylaws. From a governance risk perspective, the multiple sub-entities could fragment decision-making, further reducing any activist posture. Hence, impact on managerial autonomy is negligible.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

NETSCOUT SYSTEMS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

64115T104

(CUSIP Number)

12/31/2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 64115T104

1

Names of Reporting Persons

Legal & General Group Plc

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,903,336.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,037,807.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,037,807.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.69 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP No. 64115T104

1

Names of Reporting Persons

Legal & General Investment Management Ltd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,887,020.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,904,236.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,904,236.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.5 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP No. 64115T104

1

Names of Reporting Persons

LGIM Managers (Europe) Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

IRELAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,844,312.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,844,312.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,844,312.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.41 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP No. 64115T104

1

Names of Reporting Persons

Legal & General UCITS ETF Plc

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

IRELAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,844,312.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,844,312.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,844,312.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.4 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP No. 64115T104

1

Names of Reporting Persons

Legal & General Investment Management America Inc

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ILLINOIS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 16,316.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 133,571.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

133,571.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.19 %

12

Type of Reporting Person (See Instructions)

IA, CO, OO

Comment for Type of Reporting Person: CFTC registered Commodity Trading Advisor and Commodity Pool Operator, OSC and AMF registered portfolio in Canada

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NETSCOUT SYSTEMS, INC.
(b)	Address of issuer's principal executive offices: 310 LITTLETON ROAD, WESTFORD, MA, 01886
Item 2.
(a)	Name of person filing: Legal & General Group Plc
(b)	Address or principal business office or, if none, residence: ONE COLEMAN STREET, LONDON, EC2R 5AA
(c)	Citizenship: United Kingdom
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 64115T104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 4037807
(b)	Percent of class: 5.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 3903336
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 4037807
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. 8 (a).LEGAL & GENERAL INVESTMENT MANAGEMENT LIMITED IS A DISCRETIONARY INVESTMENT MANAGER AUTHORISED AND REGULATED BY THE UK FINANCIAL CONDUCT AUTHORITY. LEGAL & GENERAL UCITS ETF PLC IS ORGANISED AS AN OPEN-ENDED INVESTMENT COMPANY WITH VARIABLE CAPITAL. THE COMPANY IS STRUCTURED AS AN UMBRELLA FUND AND IS COMPRISED OF SEPARATE SUB-FUNDS. THE COMPANY HAS SEGREGATED LIABILITY BETWEEN ITS FUNDS AND IS ORGANISED UNDER THE LAWS OF IRELAND AS A PUBLIC LIMITED COMPANY PURSUANT TO THE COMPANIES ACT (2014) (AS AMENDED)(THE """"""""COMPANIES ACT""""""""). THE COMPANY HAS ENTERED INTO A MANAGEMENT AGREEMENT WITH LGIM MANAGERS (EUROPE) LIMITED UNDER WHICH THE MANAGER IS RESPONSIBLE FOR THE MANAGEMENT OF THE COMPANYS AFFAIRS. LGIM MANAGERS (EUROPE) LIMITED IS A LIMITED LIABILITY COMPANY INCORPORATED IN IRELAND AND AUTHORISED BY THE CENTRAL BANK OF IRELAND AS A SUPER MANCO. THE MANAGER HAS APPOINTED LEGAL & GENERAL INVESTMENT MANAGEMENT LIMITED AS INVESTMENT MANAGER FOR EACH OF THE FUNDS. THE INVESTMENT MANAGER IS AUTHORISED AND REGULATED BY THE UK FINANCIAL CONDUCT AUTHORITY. LEGAL & GENERAL INVESTMENT MANAGEMENT AMERICA INC. IS AN INVESTMENT MANAGER REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION. LEGAL & GENERAL GROUP PLC IS AN INSURANCE COMPANY AND MULTINATIONAL FINANCIAL SERVICES GROUP COMPANY. Name of Persons Filing: THIS STATEMENT IS FILED BY: (i) Legal & General Group Plc (ii) Legal & General Investment Management Ltd (iii) LGIM Managers (Europe) Limited (iv) Legal & General UCITS ETF Plc (v) Legal & General Investment Management America Inc 8 (b). Address of Principal Business Office or, if none, Residence: THE ADDRESS OF PRINCIPAL BUSINESS OFFICE IS: (i) ONE COLEMAN STREET, LONDON, EC2R 5AA (ii) ONE COLEMAN STREET, LONDON, EC2R 5AA (iii) 70 SIR JOHN ROGERSONS QUAY, DUBLIN 2, IRELAND (iv) 70 SIR JOHN ROGERSONS QUAY, DUBLIN 2, IRELAND (v) 71 SOUTH WACKER DRIVE, SUITE 800, CHICAGO IL 60606
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to the financial institutions in the group is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Legal & General Group Plc

Signature:	Mary Ann Colledge
Name/Title:	Head of Conduct Advisory
Date:	07/02/2025

Legal & General Investment Management Ltd

Signature:	Mary Ann Colledge
Name/Title:	Head of Conduct Advisory
Date:	07/02/2025

LGIM Managers (Europe) Limited

Signature:	Mary Ann Colledge
Name/Title:	Head of Conduct Advisory
Date:	07/02/2025

Legal & General UCITS ETF Plc

Signature:	Mary Ann Colledge
Name/Title:	Head of Conduct Advisory
Date:	07/02/2025

Legal & General Investment Management America Inc

Signature:	Mary Ann Colledge
Name/Title:	Head of Conduct Advisory
Date:	07/02/2025

Comments accompanying signature: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

FAQ

How many NetScout (NTCT) shares does Legal & General now hold?

The group collectively holds 4,037,807 common shares.

What percentage of NetScout’s outstanding stock is owned by Legal & General?

The filing states a 5.69 % ownership of the outstanding common shares.

Is this an activist position or a passive investment?

The use of Schedule 13G under Rule 13d-1(b) indicates a passive, non-activist investment.

Which Legal & General subsidiary holds the largest NTCT position?

Legal & General Investment Management Ltd reports 3,904,236 shares, the largest among the listed entities.

Does Legal & General have sole voting power over the NTCT shares?

No. The filing shows 0 shares with sole voting power; all voting authority is shared.

What is the effective date of the ownership information?

The reported holdings are as of December 31, 2023.