UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. 5)


Network-1 Technologies, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

64121N109

(CUSIP Number)

December 31, 2016
(Date of Event Which Requires Filing of this Statement)


Check appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]
Rule 13d-1(b)
[X]
Rule 13d-1(c)
[   ]
Rule 13d-1(d)
 
 

 
CUSIP NO. 64121N109
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
 
Steven D. Heinemann
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a) [   ]
 
(b) [   ]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
3,450,878 (1)
6
SHARED VOTING POWER
-0-
7
SOLE DISPOSITIVE POWER
3,450,878 (1)
8
SHARED DISPOSITIVE POWER
-0-

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,450,878 (1)
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [   ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.8%
 
12
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT

(1)  Includes 2,865,645 shares of common stock owned by Goose Hill Capital LLC, of which Mr. Heinemann is the sole member.
 
 
 
CUSIP NO. 64121N109
 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
 
Goose Hill Capital LLC
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a) [   ]
 
(b) [   ]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
2,865,645
6
SHARED VOTING POWER
-0-
7
SOLE DISPOSITIVE POWER
2,865,645
8
SHARED DISPOSITIVE POWER
-0-

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,865,645
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [   ]
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.3%
 
12
TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT



Item 1(a).
Name of Issuer:

Network-1 Technologies, Inc.


Item 1(b).
Address of Issuer's Principal Executive Offices:

445 Park Avenue, Suite 912
New York, NY 10022


Item 2(a).
Name of Person Filing:

This statement is filed by Steven D. Heinemann and Goose Hill Capital LLC.


 Item 2(b).
Address of Principal Business Office or, if none, Residence:

The address of the principal business office of Steven D. Heinemann and Goose Hill Capital LLC is 12378 Indian Road, North Palm Beach, Florida 33408
 
 
Item 2(c).
Citizenship:
  

Steven D. Heinemann is a United States citizen.  Goose Hill Capital LLC is a New York limited liability company.


Item 2(d).
Title of Class of Securities:

Common Stock, par value $0.01 per share
 

Item 2(e).
CUSIP Number:
 
64121N109


Item 3.
Type of Reporting Person:

Not applicable
 

 

Item 4.
Ownership.
 
The percentages used herein are calculated based upon 23,329,196 shares of Common Stock outstanding (as set forth in the Issuer's Form 10-Q for the period ended September 30, 2016 filed on November 10, 2016).

 
1.  Steven D. Heinemann
 
(a) Amount beneficially owned: 3,450,878 (1)
 
(b) Percent of class: 14.8%
 
(c)(i) Sole power to vote or direct the vote: 3,450,878 (1)
 
(ii) Shared power to vote or direct the vote: -0-
 
(iii) Sole power to dispose or direct the disposition: 3,450,878 (1)
 
(iv) Shared power to dispose or direct the disposition: -0-  
 
 
(1)  Includes 2,865,645 shares of common stock owned by Goose Hill Capital LLC, of which Mr. Heinemann is the sole member.
 
 
2.  Goose Hill Capital LLC
 
(a) Amount beneficially owned: 2,865,645
 
(b) Percent of class: 12.3%
 
(c)(i) Sole power to vote or direct the vote: 2,865,645
 
(ii) Shared power to vote or direct the vote: -0-
 
(iii) Sole power to dispose or direct the disposition: 2,865,645
 
(iv) Shared power to dispose or direct the disposition: -0-


Items 5-9.
Not applicable


Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  February 13, 2017 /s/ Steven D. Heinemann  
  Steven D. Heinemann  
     
  GOOSE HILL CAPITAL LLC  
       
 
By:
/s/ Steven D. Heinemann  
    Name: Steven D. Heinemann  
    Title: Authorized Person  
       
 
 

JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of Network-1 Technologies, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of February 13, 2017.
 


/s/ Steven D. Heinemann  
  Steven D. Heinemann  
     
  GOOSE HILL CAPITAL LLC  
       
 
By:
/s/ Steven D. Heinemann  
    Name: Steven D. Heinemann  
    Title: Authorized Person