NETWORK-1 TECHNOLOGIES, INC. — Director's Dealing 2010

Oct 29, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETWORK 1 SECURITY SOLUTIONS INC (NSSI)
CIK: 0001065078
Period of Report: 2010-10-27

Reporting Person: Hound Partners, LLC (10% Owner)
Reporting Person: Hound Performance, LLC (10% Owner)
Reporting Person: AUERBACH JONATHAN A G (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-27	Common Stock $.01 par value per share	S	50249	$1.60	Disposed	736535	Indirect
2010-10-27	Common Stock $.01 par value per share	S	58489	$1.60	Disposed	1071764	Indirect
2010-10-27	Common Stock $.01 par value per share	S	15562	$1.60	Disposed	199169	Indirect
2010-10-28	Common Stock $.01 par value per share	S	12081	$1.60	Disposed	724454	Indirect
2010-10-28	Common Stock $.01 par value per share	S	14062	$1.60	Disposed	1057702	Indirect
2010-10-28	Common Stock $.01 par value per share	S	3742	$1.60	Disposed	195427	Indirect

Footnotes

F1: The securities may be deemed to be beneficially owned by (a) Hound Performance, LLC, the general partner of Hound Partners, LP; (b) Hound Partners, LLC, the investment manager of Hound Partners, LP and (c) Jonathan Auerbach, the managing member of Hound Performance, LLC and Hound Partners, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F2: The securities may be deemed to be beneficially owned by (a) Hound Performance, LLC, the general partner of Hound Partners Offshore Fund, LP; (b) Hound Partners, LLC, the investment manager of Hound Partners Offshore Fund, LP and (c) Jonathan Auerbach, the managing member of Hound Performance, LLC and Hound Partners, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F3: The securities may be deemed to be beneficially owned by (a) Hound Partners, LLC; (b) a separately managed account managed by Hound Partners, LLC and (c) Jonathan Auerbach, the managing member of Hound Partners, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.