Corey M. Horowitz - Mar 22, 2022 Form 4 Insider Report for NETWORK-1 TECHNOLOGIES, INC. (NTIP)

Role
CEO and Chairman, Director, 10%+ Owner
Signature
/s/ Corey M. Horowitz
Stock symbol
NTIP
Transactions as of
Mar 22, 2022
Transactions value $
$0
Form type
4
Date filed
3/24/2022, 03:32 PM
Previous filing
Mar 15, 2022
Next filing
Oct 31, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NTIP Restricted Stock Units Award +600K 600K Mar 22, 2022 Common Stock 600K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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).
F3 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).