Sec Form 4 Filing - HOROWITZ COREY M @ NETWORK-1 TECHNOLOGIES, INC. - 2022-03-22

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) 03/22/2022 (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

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 Restricted Stock Units ( 1 ) 03/22/2022 A 600,000 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 600,000 ( 1 ) 600,000 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 03/24/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock units (RSUs) were granted pursuant to an Employment Agreement, dated March 22, 2022, between the Company and Mr. Horowitz, for a four-year term beginning March 22, 2022 and ending March 22, 2026 (the "Term"). Each restricted stock unit represents a right to receive one share of common stock, subject to the vesting provisions described below. ( 2 )The RSUs shall vest in four tranches and all RSUs shall be subject to continued employment through the applicable vesting date. The RSUs shall vest as follows: (i) 175,000 RSUs shall vest 100,000 RSUs on March 22, 2023 and 75,000 RSUs on March 22, 2024; (ii) 150,000 RSUs shall vest if at any time during the Term Network 1's common stock achieves a Closing Price (as defined in the Employment Agreement) of a minimum of $3.50 per share (subject to adjustment for stock splits); (iii) 150,000 RSUs shall vest if at any time during the Term the common stock achieves a Closing Price of a minimum of $4.00 per share (subject to adjustment for stock splits); and (iv) 125,000 RSUs shall vest if at any time during the Term the common stock achieves a Closing Price of a minimum of $4.50 per share (subject to adjustment for stock splits). ( 3 )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).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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