Horowitz Corey M Form 4 NETWORK 1 / COREY M HOROWITZ ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HOROWITZ COREY M

(Last) (First) (Middle)

6 BROOKLAWN DRIVE

(Street)

WESTPORT CT 06880

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NETWORK 1 TECHNOLOGIES INC [ NTIP-NYSE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2019

4. If Amendment, Date of 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

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, $.01 par value per share	07/14/2019		M		125,000	A	$0	3,667,182	D
Common Stock, $.01 par value per share	07/14/2019		F		56,813	D	$2.35	3,610,369(2)	D
Common Stock, $.01 par value per share								2,157,097(4)	I	By CMH Capital Management Corp.
Common Stock, $.01 par value per share								67,470(4)	I	By spouse
Common Stock, $.01 par value per share								416,250(4)	I	By trust / custodian
Common Stock, $.01 par value per share								2,291(4)	I	By Horowitz Partners
Common Stock, $.01 par value per share								134,275(4)	I	By CMH Capital Management Corp. Profit Sharing Plan

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 Securities Underlying Derivative Security (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: 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 Units(1)	(3)	07/14/2019		M			125,000	(3)	(3)	Common Stock	125,000	$0	250,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock.

2. 56,813 shares of common stock were delivered by Mr. Horowitz to satisfy withholding taxes resulting in net shares issued to Mr. Horowitz of 68,187.

3. 125,000 restricted stock units vested on July 14, 2019 in accordance with Mr. Horowitz's employment agreement, dated July 14, 2016, with the Issuer.

4. Includes shares of common stock owned indirectly by Mr. Horowitz, and directly as follows: (i) 2,157,097 shares owned by CMH Capital Management Corp., an entity solely owned by Mr. Horowitz; (ii) 67,470 shares owned by Donna Slavitt, the wife of Mr. Horowitz, (iii) an aggregate of 416,250 shares held by two trusts and a custodian account for the benefit of Mr. Horowitz's three children; (iv) 2,291 shares of common stock held by Horowitz Partners, a general partnership of which Mr. Horowitz is a partner; and (v) 134,275 shares of common stock owned by CMH Capital Management Corp. Profit Sharing Plan, an entity of which Mr. Horowitz, as trustee, has sole voting and investment power with respect to the shares.

	/s/ Corey M. Horowitz	07/16/2019
	** Signature of Reporting Person	Date
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