SEC Form 4 · accession 0001072613-16-000853
NETWORK-1 TECHNOLOGIES, INC. · NTIP-NYSE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Corey M Horowitz
Officer — CEO and Chairman · Director · 10% Owner
Period of report
Jul 14, 2016
Accepted (ET)
Jul 18, 2016 · 3:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001065078
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Jul 14, 2016 | A | 750,000 | A | — | — | Common Stock | 750,000 | 750,000 | D |
Explanation of responses
- F1The restricted stock units (RSUs) were granted pursuant to an Employment Agreement, dated July 14, 2016, between the Company and Mr. Horowitz, for a five-year term beginning July 14, 2016 and ending July 14, 2021 (the "Term"). Each restricted stock unit represents a right to receive one share of common stock, subject to the vesting provisions described below.
- F2The RSUs shall vest in three tranches and all RSUs shall be subject to continued employment through the applicable vesting date. The RSUs shall vest as follows: (i) 250,000 RSUs shall vest on July 14, 2018; (ii) 250,000 RSUs shall vest in equal annual installments over the remaining Term, beginning at any time after July 14, 2018 when and if the Company's Common Stock achieves a closing price of a minimum of $3.25 per share for 20 consecutive trading days and (iii) 250,000 RSUs shall vest in equal annual installments over the remaining Term, starting at any time after July 14, 2018 when and if the Company's Common Stock achieves a closing price of a minimum of $4.25 per share for 20 consecutive trading days. 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).