Sec Form 4 Filing - HOROWITZ COREY M @ NETWORK 1 TECHNOLOGIES INC - 2019-06-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HOROWITZ COREY M 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) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairman (Last) (First) (Middle) 6 BROOKLAWN DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/07/2019 (Street) WESTPORT, CT06880 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/07/2019 M 750,000 A $ 0.83 3,964,071 D Common Stock, $.01 par value per share 06/07/2019 F 421,889 D $ 2.34 3,542,182 ( 1 ) D Common Stock, $.01 par value per share 2,157,097 ( 2 ) I By CMH Capital Management Corp. Common Stock, $.01 par value per share 67,470 ( 2 ) I By spouse Common Stock, $.01 par value per share 416,250 ( 2 ) I By trust / custodian Common Stock, $.01 par value per share 2,291 ( 2 ) I By Horowitz Partners Common Stock, $.01 par value per share 134,275 ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 0.83 06/07/2019 M 750,000 03/31/2012 06/08/2019 Common Stock 750,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOROWITZ COREY M 6 BROOKLAWN DRIVE WESTPORT, CT06880 X X CEO and Chairman Signatures /s/ Corey M. Horowitz 06/11/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 266,026 shares of common stock delivered by Mr. Horowitz in connection with the net (cashless) exercise of the stock option and 155,863 shares of common stock delivered to satisfy withholding taxes resulting in net shares issued to Mr. Horowitz of 328,111. ( 2 )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 416,250 shares held by two trusts and a custodian account for the benefit of Mr. Horowitz's three 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.

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).

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