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

Apr 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETWORK 1 SECURITY SOLUTIONS INC (NSSI)
CIK: 0001065078
Period of Report: 2010-04-01

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
2010-04-01	Common Stock $.01 par value per share	S	244230	$0.93	Disposed	812985	Indirect
2010-04-01	Common Stock $.01 par value per share	P	21385	$0.93	Acquired	1160753	Indirect
2010-04-01	Common Stock $.01 par value per share	P	222845	$0.93	Acquired	222845	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-01	Common Stock Warrant (Right to Buy)	$2.0	S	83943	Disposed	2012-04-16	Common Stock` (83943)	Indirect
2010-04-01	Common Stock Warrant (Right to Buy)	$2.0	S	25962	Disposed	2012-04-16	Common Stock (25962)	Indirect
2010-04-01	Common Stock Warrant (Right to Buy)	$2.00	P	109905	Acquired	2012-04-16	Common Stock (109905)	Indirect

Footnotes

F1: Re-balancing transactions among related entities over which the Reporting Person may be deemed to have beneficial ownership.

F2: 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.

F3: 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.

F4: 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.

F5: The number of derivative securities beneficially owned following a reported transaction was misstated in the prior Form 4 (filed on August 8, 2008). The number
reported as 484,899 was actually 484,900. This misstatement is hereby corrected.