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Rule 13d-1(b)

 

 

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Rule 13d-1(c)

 

 

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Rule 13d-1(d)

 

CUSIP No.  64115T104

 

13G

Page 2 of 6 Pages

(1)

Names of Reporting Persons

 

Turtle Creek Asset Management 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

 

Canada

 

 

Number of

Shares

Beneficially

Owned

by Each

Reporting

Person With

(5)

Sole Voting Power

 

4,648,747

(6)

Shared Voting Power

 

0

(7)

Sole Dispositive Power

 

4,648,747

(8)

Shared Dispositive Power

 

0

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,648,747

(10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

(11)

Percent of Class Represented by Amount in Row (9)

 

(12)

Type of Reporting Person (See Instructions)

 

FI

Based on 89,538,391 shares of common stock outstanding as of October 27, 2017.

Item 1(a).

 

Name of Issuer

 

 

 

 

 

NetScout Systems, Inc.

 

 

 

Item 1(b).

 

Address of Issuer's Principal Executive Offices

 

 

 

 

 

310 Littleton Road

 

 

Westford MA 01886

 

 

 

Item 2(a).

 

Name of Person Filing

 

 

 

 

This Schedule 13G is being filed by Turtle Creek Asset Management Inc. ("Turtle Creek" and the "Reporting Person") with respect to shares of Common Stock of NetScout Systems, Inc. 

 

 

     

 

 

The Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

 

 

Item 2(b).

 

Address of Principal Business Office or, if None, Residence

 

 

 

 

 

The address of the principal office of the Reporting Person is:

 

 

  

 

 

4 King Street West, Suite 1300

 

 

Toronto, Ontario M5H 1B6 Canada

 

 

 

Item 2(c).

 

Citizenship

 

 

 

 

 

Canada

 

 

 

Item 2(d).

 

Title of Class of Securities

 

 

 

 

 

Common Stock

 

 

 

Item 2(e).

 

CUSIP Number

 

 

 

 

 

64115T104

 

 

 

Item 3.

 

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

 

 

 

 

(a)

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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

 

 

(b)

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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

 

 

(c)

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Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

 

 

(d) 

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Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

 

(e)

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An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E);

 

 

(f)

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An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F);

 

 

(g)

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A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G);

 

 

(h)

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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

(i)

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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)

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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

 

 

(k) 

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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

 

 

 

 

 

If filing in accordance with  Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:  N/A

 

 

 

Item 4(a).

 

Amount Beneficially Owned

 

 

 

 

 

See Item 9 on the cover pages hereto. 

 

 

 

Item 4(b).

 

Percent of Class

 

 

 

 

 

See Item 11 on the cover pages hereto. 

 

 

 

Item 4(c).

 

Number of shares as to which the Reporting Person has:

 

 

 

 

 

(i)

sole power to vote or direct the vote:

 

 

 

 

 

 

 

See Item 5 on the cover pages hereto. 

 

 

 

 

 

 

(ii) 

shared power to vote or direct the vote:

 

 

 

 

 

 

 

See Item 6 on the cover pages hereto. 

 

 

 

 

 

 

(iii) 

sole power to dispose or to direct the disposition:

 

 

 

 

 

 

 

See Item 7 on the cover pages hereto. 

 

 

 

 

 

 

(iv)

shared power to dispose or to direct the disposition:

 

 

 

 

 

 

 

See Item 8 on the cover pages hereto. 

 

 

 

 

Item 5.

 

Ownership of Five Percent or Less of a Class

 

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: N/A

 

 

Item 6.

 

Ownership of More Than Five Percent on Behalf of Another Person

 

 

 

 

 

Not applicable.

 

 

 

Item 7.

 

The Security Being Reported on By the Parent Holding Company

 

 

 

 

 

Not applicable.

Item 8.

 

Identification and Classification of Members of the Group

 

 

 

 

Not applicable.

 

 

Item 9.

 

Notice of Dissolution of Group

 

 

 

 

 

Not applicable.

 

 

  

Item 10.

 

Certification

 

 

 

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

 

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment advisors 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.

Dated: November 6, 2017

 

TURTLE CREEK ASSET MANAGEMENT INC.

 

 

         

 

 

  

 

 

By:  /s/ Jeffrey Cole                                     

 

 

Name:  Jeffrey Cole

 

 

Title:  Managing Partner