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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
PEARLMAN EMANUEL R
   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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
350 EAST 79TH STREET #4D		 3. Date of Earliest Transaction (Month/Day/Year)
12/07/2016
(Street)

NEW YORK, NY 10075		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (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 12/07/2016   M   50,000 A $ 1.21 61,250 (1) D  
Common Stock, $.01 par value per share 12/07/2016   F   18,060 (2) D $ 3.35 43,190 D  
Common Stock, $.01 par value per share 12/07/2016   M   10,000 A $ 1.21 53,190 D  
Common Stock, $.01 par value per share 12/07/2016   F   3,612 (2) D $ 3.35 49,578 D  
Common Stock, $.01 par value per share 12/07/2016   M   15,000 A $ 1.35 64,578 D  
Common Stock, $.01 par value per share 12/07/2016   F   6,045 (2) D $ 3.35 58,533 D  
Common Stock, $.01 par value per share 12/09/2016   M   3,750 (3) A $ 0 62,283 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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 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 (right to buy) to purchase common stock $ 1.21 12/07/2016   M     50,000 01/27/2012 01/27/2017 Common Stock 50,000 $ 0 0 D  
Option (right to buy) to purchase common stock $ 1.21 12/07/2016   M     10,000 01/31/2012 01/31/2017 Common Stock 10,000 $ 0 0 D  
Option (right to buy) to purchase common stock $ 1.35 12/07/2016   M     15,000 02/24/2012 02/24/2017 Common Stock 15,000 $ 0 0 D  
Restricted Stock Units (4) 12/09/2016   M     3,750   (5)   (5) Common stock 3,750 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PEARLMAN EMANUEL R
350 EAST 79TH STREET #4D
NEW YORK, NY 10075		   X      

Signatures

 /s/ Emanuel R. Pearlman   12/09/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes (i) 3,750 shares of common stock delivered pursuant to restricted stock units that vested on September 9, 2016 and (ii) 7,500 shares of common stock delivered pursuant to restricted stock units that vested on the date of grant, June 9, 2016 (as previously reported on the reporting person's Form 4 filed on June 13, 2016).
(2) Delivered in connection with net (cashless) exercise of option.
(3) Includes 3,750 shares of common stock delivered pursuant to restricted stock units granted to the reporting person on June 9, 2016 that vested on December 9, 2016.
(4) Each restricted stock unit represents a contingent right to receive one share of common stock.
(5) The restricted stock units vested on December 9, 2016. The shares are deliverable to the reporting person upon the vesting date.

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