NETWORK-1 TECHNOLOGIES, INC. — Director's Dealing 2013

Dec 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETWORK 1 TECHNOLOGIES INC (NTIP-OTC)
CIK: 0001065078
Period of Report: 2013-12-17

Reporting Person: KAHN DAVID C (Director, Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-18	Common Stock, $.01 par value per share	M	6000	$0.54	Acquired	16000	Direct
2013-12-18	Common Stock, $.01 par value per share	M	17000	$0.54	Acquired	97118	Indirect
2013-12-18	Common Stock, $.01 par value per share	M	5000	$0.54	Acquired	102118	Indirect
2013-12-18	Common Stock, $.01 par value per share	M	25000	$0.54	Acquired	127118	Indirect
2013-12-18	Common Stock, $.01 par value per share	F	8710	$1.55	Disposed	118408	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-17	Option to purchase common stock (right to buy)	$.54	G	43000	Disposed	2013-12-18	Common Stock (43000)	Direct
2013-12-17	Option to purchase common stock (right to buy)	$.54	G	13000	Acquired	2013-12-18	Common Stock (13000)	Indirect
2013-12-17	Option to purchase common stock (right to buy)	$.54	M	6000	Disposed	2013-12-18	Common Stock (6000)	Direct

Footnotes

F1: The Reporting Person's daughter, Stephanie Kahn, exercised options to purchase 17,000 shares of common stock on December 18, 2013. Stephanie Kahn shares the Reporting Person's household. The Reporting Person disclaims beneficial ownership of the securities held by his daughters, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or any other purpose.

F2: The Reporting Person's daughter, Rebecca Kahn, exercised options to purchase 5,000 shares of common stock on December 18, 2013. Rebecca Kahn shares the Reporting Person's household.

F3: The Reporting Person's daughter, Rebecca Kahn, exercised options to purchase 25,000 shares of common stock by cashless exercise on December 18, 2013.

F4: Delivered in connection with cashless exercise of option.

F5: On December 17, 2013, the Reporting Person made gifts to two sons and two daughters, of options to purchase a total of 43,000 shares of common stock. Rebecca Kahn, who shares the Reporting Person's household, received 13,000 of those options. Rebecca Kahn exercised those options on December 18, 2013. The Reporting Person disclaims beneficial ownership of the securities held by his daughters, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or any other purpose.