| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 12
)*
|
Network-1 Technologies, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
64121N109 (CUSIP Number) |
12/31/2024 (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. | 64121N109 |
| 1 | Names of Reporting Persons Heinemann, Steven D. | ||||||||
| 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 STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,737,893.00 | ||||||||
| 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) 7.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Note to Numbers: 5, 7 and 9: Includes 1,152,760 shares of common stock owned by Goose Hill Capital LLC, of which Mr. Heinemann is the sole member.
SCHEDULE 13G |
| CUSIP No. | 64121N109 |
| 1 | Names of Reporting Persons Goose Hill Capital LLC | ||||||||
| 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 FLORIDA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,152,760.00 | ||||||||
| 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 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Network-1 Technologies, Inc. | |
| (b) | Address of issuer's principal executive
offices: 65 Locust Avenue, Third Floor, New Canaan, Connecticut, 06840 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed by Steven D. Heinemann and Goose Hill Capital LLC. | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of Steven D. Heinemann and Goose Hill Capital LLC is 12378 Indian Road, North Palm Beach, Florida 33408. | |
| (c) | Citizenship: Steven D. Heinemann is a United States citizen.
Goose Hill Capital LLC is a Florida limited liability company. | |
| (d) | Title of class of securities: Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.: 64121N109 | |
| 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: Steven D. Heinemann: 1,737,893*
Goose Hill Capital LLC: 1,152,760
* Includes 1,152,760 shares of common stock owned by Goose Hill Capital LLC, of which Mr. Heinemann is the sole member. | |
| (b) | Percent of class: The percentages used herein are calculated based upon 23,036,537 shares of Common Stock outstanding (as set forth in the issuer's Form 10-Q for the quarterly period ended September 30, 2024 filed on October 24, 2024).
Steven D. Heinemann: 7.5%
Goose Hill Capital LLC: 5.0% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Steven D. Heinemann: 1,737,893*
Goose Hill Capital LLC: 1,152,760
* Includes 1,152,760 shares of common stock owned by Goose Hill Capital LLC, of which Mr. Heinemann is the sole member. | ||
| (ii) Shared power to vote or to direct the
vote: Steven D. Heinemann: -0-
Goose Hill Capital LLC: -0- | ||
| (iii) Sole power to dispose or to direct the
disposition of: Steven D. Heinemann: 1,737,893*
Goose Hill Capital LLC: 1,152,760
* Includes 1,152,760 shares of common stock owned by Goose Hill Capital LLC, of which Mr. Heinemann is the sole member. | ||
| (iv) Shared power to dispose or to direct the
disposition of: Steven D. Heinemann: -0-
Goose Hill Capital LLC: -0- | ||
| 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. | |
Not Applicable
| ||
| 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 securities referred to above 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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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. |
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Exhibit
Information |
Exhibit 99.1
Joint Filing Agreement |