Horowitz Corey M converted options into 75,000 shares and covered exercise/tax liability with 23,505 shares, increasing direct ownership by 1% to 3,983,954 units (SEC Form 4)
$NTIP
Multi-Sector Companies
Miscellaneous
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
NETWORK-1 TECHNOLOGIES, INC. [ NTIP-NYSE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/22/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $.01 par value per share | 03/22/2024 | M | 75,000(1) | A | $0 | 4,007,459 | D | |||
| Common Stock, $.01 par value per share | 03/22/2024 | F | 23,505 | D | $2.09 | 3,983,954(3) | D | |||
| Common Stock, $.01 par value per share | 2,157,097(4) | I | By CMH Capital Management Corp. | |||||||
| Common Stock, $.01 par value per share | 67,470(4) | I | By spouse | |||||||
| Common Stock, $.01 par value per share | 452,250(4) | I | By trust / custodian | |||||||
| Common Stock, $.01 par value per share | 2,291(4) | I | By Horowitz Partners | |||||||
| Common Stock, $.01 par value per share | 134,275(4) | I | By CMH Capital Management Corp. Profit Sharing Plan | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted stock units | (2) | 03/22/2024 | M | 75,000 | (2) | (2) | Common Stock | 75,000 | $0 | 425,000 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit represents a contingent right to receive one share of common stock. |
| 2. 75,000 restricted stock units vested on March 22, 2024 in accordance with Mr. Horowitz's employment agreement, dated March 22, 2022, with the Issuer. |
| 3. 23,505 shares of common stock were delivered by Mr. Horowitz to satisfy withholding taxes resulting in net shares issued to Mr. Hororwitz of 51,495. |
| 4. Includes shares of common stock owned indirectly by Mr. Horowitz, and directly as follows: (i) 2,157,097 shares owned by CMH Capital Management Corp., an entity solely owned by Mr.Horowitz; (ii) 67,470 shares owned by Donna Slavitt, the wife of Mr. Horowitz, (iii) an aggregate of 452,250 shares held by two trusts and a custodian account for the benefit of Mr. Horowitz'sthree children; (iv) 2,291 shares of common stock held by Horowitz Partners, a general partnership of which Mr. Horowitz is a partner; and (v) 134,275 shares of common stock owned by CMH Capital Management Corp. Profit Sharing Plan, an entity of which Mr. Horowitz, as trustee, has sole voting and investment power with respect to the shares. |
| /s/ Corey M. Horowitz | 03/26/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||