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NETWORK-1 TECHNOLOGIES, INC. Director's Dealing 2011

Jan 25, 2011

34749_dirs_2011-01-25_79ee7397-27ee-4379-8f4e-8e4df0d6989c.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETWORK 1 SECURITY SOLUTIONS INC (NSSI)
CIK: 0001065078
Period of Report: 2011-01-20

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
2011-01-20 Common stock $.01 par value per share S 35884 $1.60 Disposed 1488611 Indirect
2011-01-20 Common stock $.01 par value per share S 5016 $1.60 Disposed 153872 Indirect
2011-01-24 Common stock $.01 par value per share S 45052 $1.60 Disposed 1443559 Indirect
2011-01-24 Common stock $.01 par value per share S 6318 $1.60 Disposed 147554 Indirect

Footnotes

F1: 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.

F2: 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.