NETWORK-1 TECHNOLOGIES, INC. — Director's Dealing 2012

Feb 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETWORK 1 SECURITY SOLUTIONS INC (NSSI-OTC)
CIK: 0001065078
Period of Report: 2012-02-27

Reporting Person: HOROWITZ COREY M (Director, CEO & Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-27	Common Stock, $.01 par value per share	M	375000	$0.68	Acquired	1791454	Direct
2012-02-27	Common Stock, $.01 par value per share	F	246951	$1.39	Disposed	1544503	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-27	Option to purchase common stock (right to buy)	$0.68	M	375000	Disposed	2012-02-28	Common Stock (375000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.01 par value per share	2171372	Indirect

Footnotes

F1: 183,453 shares delivered in connection with cashless exercise of option and 63,498 shares to satisfy tax withholding.

F2: The securities are owned directly by CMH Capital Management Corp. and indirectly by Corey M. Horowitz. CMH Capital Management Corp. is an entity in which Corey Horowitz is the sole officer, director and shareholder.