NETWORK-1 TECHNOLOGIES, INC. — Director's Dealing 2016

Dec 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETWORK 1 TECHNOLOGIES INC (NTIP-NYSE)
CIK: 0001065078
Period of Report: 2016-12-07

Reporting Person: PEARLMAN EMANUEL R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-07	Common Stock, $.01 par value per share	M	50000	$1.21	Acquired	61250	Direct
2016-12-07	Common Stock, $.01 par value per share	F	18060	$3.35	Disposed	43190	Direct
2016-12-07	Common Stock, $.01 par value per share	M	10000	$1.21	Acquired	53190	Direct
2016-12-07	Common Stock, $.01 par value per share	F	3612	$3.35	Disposed	49578	Direct
2016-12-07	Common Stock, $.01 par value per share	M	15000	$1.35	Acquired	64578	Direct
2016-12-07	Common Stock, $.01 par value per share	F	6045	$3.35	Disposed	58533	Direct
2016-12-09	Common Stock, $.01 par value per share	M	3750	—	Acquired	62283	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-07	Option (right to buy) to purchase common stock	$1.21	M	50000	Disposed	2017-01-27	Common Stock (50000)	Direct
2016-12-07	Option (right to buy) to purchase common stock	$1.21	M	10000	Disposed	2017-01-31	Common Stock (10000)	Direct
2016-12-07	Option (right to buy) to purchase common stock	$1.35	M	15000	Disposed	2017-02-24	Common Stock (15000)	Direct
2016-12-09	Restricted Stock Units	$	M	3750	Disposed		Common stock (3750)	Direct

Footnotes

F1: Includes (i) 3,750 shares of common stock delivered pursuant to restricted stock units that vested on September 9, 2016 and (ii) 7,500 shares of common stock delivered pursuant to restricted stock units that vested on the date of grant, June 9, 2016 (as previously reported on the reporting person's Form 4 filed on June 13, 2016).

F2: Delivered in connection with net (cashless) exercise of option.

F3: Includes 3,750 shares of common stock delivered pursuant to restricted stock units granted to the reporting person on June 9, 2016 that vested on December 9, 2016.

F4: Each restricted stock unit represents a contingent right to receive one share of common stock.

F5: The restricted stock units vested on December 9, 2016. The shares are deliverable to the reporting person upon the vesting date.