| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NETWORK 1 TECHNOLOGIES INC [ NTIP-OTC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/17/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/18/2013 | M | 6,000 | A | $0.54 | 16,000 | D | |||
| Common Stock, $.01 par value per share | 12/18/2013 | M(1) | 17,000 | A | $0.54 | 97,118 | I(1) | By daughter | ||
| Common Stock, $.01 par value per share | 12/18/2013 | M(2) | 5,000 | A | $0.54 | 102,118 | I(2) | By daughters | ||
| Common Stock, $.01 par value per share | 12/18/2013 | M(3) | 25,000 | A | $0.54 | 127,118 | I(3) | By daughters | ||
| Common Stock, $.01 par value per share | 12/18/2013 | F | 8,710(4) | D | $1.55 | 118,408 | I(3) | By daughters | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Option to purchase common stock (right to buy) | $0.54 | 12/17/2013 | G(5) | V | 43,000 | 12/18/2008 | 12/18/2013 | Common Stock | 43,000 | $0 | 6,000 | D | |||
| Option to purchase common stock (right to buy) | $0.54 | 12/17/2013 | G(5) | V | 13,000 | 12/18/2008 | 12/18/2013 | Common Stock | 13,000 | $0 | 13,000 | I(4) | By daughter | ||
| Option to purchase common stock (right to buy) | $0.54 | 12/17/2013 | M | 6,000 | 12/18/2008 | 12/18/2013 | Common Stock | 6,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. The Reporting Person's daughter, Rebecca Kahn, exercised options to purchase 25,000 shares of common stock by cashless exercise on December 18, 2013. |
| 4. Delivered in connection with cashless exercise of option. |
| 5. 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. |
| /s/ David C. Kahn | 12/19/2013 | |
| ** 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. | ||