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

Jul 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETWORK 1 TECHNOLOGIES INC (NTIP-NYSE)
CIK: 0001065078
Period of Report: 2016-07-14

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-14	Restricted Stock Units	$	A	750000	Acquired		Common Stock (750000)	Direct

Footnotes

F1: The restricted stock units (RSUs) were granted pursuant to an Employment Agreement, dated July 14, 2016, between the Company and Mr. Horowitz, for a five-year term beginning July 14, 2016 and ending July 14, 2021 (the "Term"). Each restricted stock unit represents a right to receive one share of common stock, subject to the vesting provisions described below.

F2: The RSUs shall vest in three tranches and all RSUs shall be subject to continued employment through the applicable vesting date. The RSUs shall vest as follows: (i) 250,000 RSUs shall vest on July 14, 2018; (ii) 250,000 RSUs shall vest in equal annual installments over the remaining Term, beginning at any time after July 14, 2018 when and if the Company's Common Stock achieves a closing price of a minimum of $3.25 per share for 20 consecutive trading days and (iii) 250,000 RSUs shall vest in equal annual installments over the remaining Term, starting at any time after July 14, 2018 when and if the Company's Common Stock achieves a closing price of a minimum of $4.25 per share for 20 consecutive trading days. Further, all of the RSUs become fully vested upon a Change of Control, or upon the Company's termination of Mr. Horowitz's employment Other Than for Cause, or upon Mr. Horowitz's termination of his employment for Good Reason (all as defined in the Employment Agreement).