Edgar Filing: NETWORK 1 SECURITY SOLUTIONS INC

Ownership Submission

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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Hound Partners, LLC

2. Issuer Name and Ticker or Trading Symbol
NETWORK 1 SECURITY SOLUTIONS INC [NSSI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

101 PARK AVENUE, 48TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2008

(Street)

NEW YORK, NY 10178

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock $.01 par value per share	02/01/2008	02/06/2008	P		29,916	A	$ 1.34	1,114,766	I	By Hound Partners Offshore Fund, LP ⁽¹⁾
Common Stock $.01 par value per share	04/01/2008	04/04/2008	S⁽²⁾		24,602	D	$ 1.16	1,057,215	I	By Hound Partners, LP ⁽³⁾
Common Stock $.01 par value per share	04/01/2008	04/04/2008	P⁽²⁾		24,602	A	$ 1.16	1,139,368	I	By Hound Partners Offshore Fund, LP ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Warrant (Right to Buy)

$ 2

01/31/2008

02/05/2008

S⁽²⁾

7,367

04/16/2007⁽⁴⁾

04/16/2012

Common Stock

7,367

$ 0.14

533,541

By Hound Partners, LP ⁽³⁾

Common Stock Warrant (Right to Buy)

$ 2

01/31/2008

02/05/2008

P⁽²⁾

7,367

04/16/2007⁽⁴⁾

04/16/2012

Common Stock

7,367

$ 0.14

549,792

By Hound Partners Offshore Fund, LP ⁽¹⁾

Common Stock Warrant (Right to Buy)

$ 2

04/01/2008

04/04/2008

S⁽²⁾

12,133

04/16/2007⁽⁴⁾

04/16/2012

Common Stock

12,133

$ 0.08

521,408

By Hound Partners, LP ⁽³⁾

Common Stock Warrant (Right to Buy)

$ 2

04/01/2008

04/04/2008

P⁽²⁾

12,133

04/16/2007⁽⁴⁾

04/16/2012

Common Stock

12,133

$ 0.08

561,925

By Hound Partners Offshore Fund, LP ⁽¹⁾

Common Stock Warrant (Right to Buy)

$ 2

06/02/2008

06/05/2008

S⁽²⁾

36,509

04/16/2007⁽⁴⁾

04/16/2012

Common Stock

36,509

$ 0.06

484,899

By Hound Partners, LP ⁽³⁾

Common Stock Warrant (Right to Buy)

$ 2

06/02/2008

06/05/2008

P⁽²⁾

36,509

04/16/2007⁽⁴⁾

04/16/2012

Common Stock

36,509

$ 0.06

598,434

By Hound Partners Offshore Fund, LP ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hound Partners, LLC 101 PARK AVENUE 48TH FLOOR NEW YORK, NY 10178		X
Hound Performance, LLC 101 PARK AVENUE 48TH FLOOR NEW YORK, NY 10178		X
AUERBACH JONATHAN A G 215 E 73RD STREET NEW YORK, NY 10021		X

Signatures

Hound Partners, LLC, By: /s/ Jonathan Auerbach, Managing Member		08/08/2008
^**Signature of Reporting Person		Date
Hound Performance, LLC, By: /s/ Jonathan Auerbach, Managing Member		08/08/2008
^**Signature of Reporting Person		Date
/s/ Jonathan Auerbach		08/08/2008
^**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)	The securities may be deemed to be beneficially owned by (a) Hound Performance, LLC, the general partner of Hound Partners Offshore Fund, LP; (b) Hound Partners, LLC, the investment manager of Hound Partners Offshore Fund, LP and (c) Jonathan Auerbach, the managing member of Hound Performance, LLC and Hound Partners, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(2)	Re-balancing transactions among related entities over which the Reporting Person may be deemed to have beneficial ownership.
(3)	The securities may be deemed to be beneficially owned by (a) Hound Performance, LLC, the general partner of Hound Partners, LP; (b) Hound Partners, LLC, the investment manager of Hound Partners, LP and (c) Jonathan Auerbach, the managing member of Hound Performance, LLC and Hound Partners, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(4)	These are the same Common Stock Warrants referenced in the Form 3 filed on April 26, 2007. The period of exercisability for such Common Stock Warrants was misstated in the Form 3 filed on April 26, 2007 due to a clerical error that is corrected hereby.

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