SEC Form SC 13G/A filed by Network-1 Technologies Inc. (Amendment)

[   ]	Rule 13d-1(b)
[X]	Rule 13d-1(c)
[   ]	Rule 13d-1(d)

CUSIP NO. 64121N109
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Steven D. Heinemann
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) [   ]
	(b) [   ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 1,961,201 (1)
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER 1,961,201 (1)
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,961,201 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [   ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.14%
12	TYPE OF REPORTING PERSON* IN

CUSIP NO. 64121N109
1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   Goose Hill Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) [   ]
	(b) [   ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 1,376,068
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER 1,376,068
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,376,068
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [   ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.7%
12	TYPE OF REPORTING PERSON* OO

Item 1(a).

Name of Issuer:

Network-1 Technologies, Inc.

Item 1(b).

Address of Issuer's Principal Executive Offices:

445 Park Avenue, Suite 912 New York, NY 10022

Item 2(a).

Name of Person Filing:

This statement is filed by Steven D. Heinemann and Goose Hill Capital LLC.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of Steven D. Heinemann and Goose Hill Capital LLC is 12378 Indian Road, North Palm Beach, Florida 33408
Item 2(c).	Citizenship:

Steven D. Heinemann is a United States citizen.  Goose Hill Capital LLC is a Florida limited liability company.

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.01 per share

Item 2(e).

CUSIP Number:

64121N109

Item 3.

Type of Reporting Person:

Not applicable

		1.  Steven D. Heinemann
		(a) Amount beneficially owned: 1,961,201 (1)
		(b) Percent of class: 8.14%
		(c)(i) Sole power to vote or direct the vote 1,961,201 (1)
		(ii) Shared power to vote or direct the vote: -0-
		(iii) Sole power to dispose or direct the disposition: 1,961,201 (1)
		(iv) Shared power to dispose or direct the disposition: -0-
	(1)  Includes 1,376,068 shares of common stock owned by Goose Hill Capital LLC, of which Mr. Heinemann is the sole member.
		2.  Goose Hill Capital LLC
		(a) Amount beneficially owned: 1,376,068
		(b) Percent of class: 5.7%
		(c)(i) Sole power to vote or direct the vote: 1,376,068
		(ii) Shared power to vote or direct the vote: -0-
		(iii) Sole power to dispose or direct the disposition: 1,376,068
		(iv) Shared power to dispose or direct the disposition: -0-

Item 10.

Certification.