SC 13D/A 1 c34974_sc13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6)(1) NETWORK-1 SECURITY SOLUTIONS, INC. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 Par Value Per Share -------------------------------------------------------------------------------- (Title of Class of Securities) 64121N109 ------------------- (CUSIP Number) Wheatley Partners II, L.P. 80 Cuttermill Road Great Neck, NY 11021 Telephone: (516) 773-1024 With a copy to: Michael R. Reiner, Esq. Breslow & Walker, LLP 767 Third Avenue New York, New York 10017 Telephone: (212) 832-1930 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 17, 2004 ---------------------------------------------------------- Date of Event Which Requires Filing of this Statement If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.13d-7(b) for other parties to whom copies are to be sent. (Continued on following page(s)) (1)The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 23

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Page 17 of 23 This statement, dated December 17, 2004, constitutes Amendment No. 6 to the Schedule 13D, dated November 12, 1998, regarding the reporting persons' ownership of certain securities of Network-1 Security Solutions, Inc. All capitalized terms used herein and otherwise undefined shall have the meanings ascribed in the Schedule. ITEM 5. Interests in Securities of the Issuer. Item 5 is hereby amended and restated as follows: (a) The following list sets forth the aggregate number and percentage (based on 15,012,576 shares of Common Stock outstanding as reported in the Issuer's Form 10-QSB for the quarter ended September 30, 2004), of outstanding shares of Common Stock owned beneficially by each reporting person named in Item 2, as of December 17, 2004:

Page 18 of 23 --------------- (2) Includes shares of Common Stock issuable upon the exercise of the Advisory Option, the 1996 Advisory Option, the 1998 Directors Option, the June 1999 Directors Option, the October 1999 Directors Option, and the December 1999 Directors Option. (3) Includes 1,430,507 shares of Common Stock owned by Wheatley Partners II, L.P. (4) The reporting person disclaims beneficial ownership of these securities, except to the extent of his/her/its equity interest therein. (5) Includes 150,012 shares of Common Stock owned individually by Barry Rubenstein, 31,040 shares of Common Stock issuable upon the exercise of the Advisory Option, 18,624 shares of Common Stock issuable upon the exercise of the 1996 Advisory Option, 20,000 shares of Common Stock issuable upon the exercise of the 1998 Directors Option, 10,000 shares of Common Stock issuable upon the exercise of the June 1999 Directors Option, 7,500 shares of Common Stock issuable upon the exercise of the October 1999 Directors Option, and 10,000 shares of Common Stock issuable upon the exercise of the December 1999 Directors Option. (6) Includes 829,226 shares of Common Stock owned by Woodland Venture. (7) Includes 619,983 shares of Common Stock owned by Seneca. (8) Includes 309,316 shares of Common Stock owned by Woodland Partners. (9) Includes 1,049 shares of Common Stock owned by Marilyn Rubenstein. (10) Includes 294,810 shares of Common Stock owned by Brookwood. (11) Includes 216,980 shares of Common Stock owned by Wheatley Partners. (12) Includes 18,868 shares of Common Stock owned by Wheatley Foreign. (13) Includes 509,483 shares of Common Stock owned individually by Irwin Lieber, 31,040 shares of Common Stock issuable upon the exercise of the Advisory Option, 18,624 shares of Common Stock issuable upon the exercise of the 1996 Advisory Option, 20,000 shares of Common Stock issuable upon the exercise of the 1998 Directors Option, 10,000 shares of Common Stock issuable upon the exercise of the June 1999 Directors Option, 7,500 shares of Common Stock issuable upon the exercise of the October 1999 Directors Option, and 10,000 shares of Common Stock issuable upon the exercise of the December 1999 Directors Option. (14) Includes 517,243 shares of Common Stock owned individually by Barry Fingerhut. (15) Includes 34,136 shares of Common Stock owned individually by Seth Lieber. (16) Includes 106,809 shares of Common Stock owned by Applegreen Partners. (17) Includes 32,584 shares of Common Stock owned individually by Jonathan Lieber. (b) Wheatley Partners II has sole power to vote and to dispose of 1,430,507 shares of Common Stock, representing approximately 9.5% of the outstanding Common Stock. Barry Rubenstein, by virtue of being a general partner of Wheatley Partners II, Woodland Venture, Seneca, Woodland Partners and Brookwood, a member and officer of Wheatley Partners, LLC, and the husband of Marilyn Rubenstein, may be deemed to have shared power to vote and to dispose of 3,720,739 shares of Common Stock, representing approximately 24.8% of the outstanding Common Stock. Barry Rubenstein has sole power to vote and to dispose of 247,176 shares of Common Stock (including shares issuable upon the exercise of the Advisory Option, the 1996 Advisory Option, the 1998 Directors Option, the June 1999 Directors Option, the October 1999 Directors Option, and the December 1999 Directors Option), representing approximately 1.6% of the outstanding Common Stock. Irwin Lieber, by virtue of being a general partner of Wheatley Partners II and a member and officer of Wheatley Partners, LLC, may be deemed to have shared power to vote and to dispose of 1,666,355 shares of Common Stock, representing approximately 11.1% of the outstanding Common Stock. Irwin Lieber has sole power to vote and to dispose of 606,647 shares of Common Stock (including shares issuable upon the exercise of the Advisory Option, the 1996 Advisory Option, the 1998 Directors Option, the June 1999 Directors Option, the October 1999 Directors Option, and the December 1999 Directors Option), representing approximately 4.0% of the outstanding Common Stock. Barry Fingerhut, by virtue of being a general partner of Wheatley Partners II and a member and officer of Wheatley Partners, LLC, may be deemed to have shared power to vote and to dispose of 1,666,355 shares of Common Stock, representing approximately 11.1% of the outstanding Page 19 of 23 Common Stock. Barry Fingerhut has sole power to vote and to dispose of 517,243 shares of Common Stock, representing approximately 3.4% of the outstanding Common Stock. Seth Lieber, by virtue of being a general partner of Wheatley Partners II and Applegreen, and a member and officer of Wheatley Partners, LLC, may be deemed to have shared power to vote and to dispose of 1,773,164 shares of Common Stock, representing approximately 11.8% of the outstanding Common Stock. Seth Lieber has sole power to vote and to dispose of 34,136 shares of Common Stock, representing approximately 0.2% of the outstanding Common Stock. Jonathan Lieber, by virtue of being a general partner of Wheatley Partners II and managing general partner of Applegreen, and a member and officer of Wheatley Partners, LLC, may be deemed to have shared power to vote and to dispose of 1,773,164 shares of Common Stock, representing approximately 11.8% of the outstanding Common Stock. Jonathan Lieber has sole power to vote and to dispose of 32,584 shares of Common Stock, representing approximately 0.2% of the outstanding Common Stock. Woodland Venture has sole power to vote and to dispose of 829,226 shares of Common Stock, representing approximately 5.5% of the outstanding Common Stock. Seneca has sole power to vote and to dispose of 619,983 shares of Common Stock, representing approximately 4.1% of the outstanding Common Stock. Marilyn Rubenstein, has sole power to vote and to dispose of 1,049 shares of Common Stock, representing approximately 0.01% of the outstanding Common Stock, and by virtue of being an officer of Services and a general partner of Woodland Partners and Brookwood, may be deemed to have shared power to vote and to dispose of 2,053,335 shares of Common Stock, representing approximately 13.7% of the outstanding Common Stock. Services by virtue of being a general partner of Woodland Venture and Seneca, may be deemed to have shared power to vote and to dispose of 1,449,209 shares of Common Stock, representing approximately 9.7% of the outstanding Common Stock. Woodland Partners has sole power to vote and to dispose of 309,316 shares of Common Stock, representing approximately 2.1% of the outstanding Common Stock. Applegreen has sole power to vote and to dispose of 106,809 shares of Common Stock, representing approximately 0.7% of the outstanding Common Stock. Brookwood has sole power to vote and to dispose of 294,810 shares of Common Stock, representing approximately 2.0% of the outstanding Common Stock. Wheatley Partners has sole power to vote and to dispose of 216,980 shares of Common Stock, representing approximately 1.4% of the outstanding Common Stock, and may be deemed to have shared power to vote and to dispose of 18,868 shares of Common Stock, representing approximately 0.1% of the outstanding Common Stock. Page 20 of 23 Wheatley Foreign has sole power to vote and to dispose of 18,868 shares of Common Stock, representing approximately 0.1% of the outstanding Common Stock, and may be deemed to have shared power to vote and to dispose of 216,980 shares of Common Stock, representing approximately 1.4% of the outstanding Common Stock. Wheatley Partners, LLC by virtue of being a general partner of the Wheatley Partners and Wheatley Foreign, may be deemed to have shared power to vote and to dispose of 235,848 shares of Common Stock, representing approximately 1.5% of the outstanding Common Stock. (c) The following table sets forth the transactions in the securities of the Issuer by the Reporting Persons identified in Item 2 of this Schedule 13D which were effected during the prior sixty days from December 17, 2004:

All sales were done in privately negotiated transactions. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities. (e) Not applicable Page 21 of 23 SIGNATURE After reasonable inquiry and to the best of his/her/its knowledge and belief, each of the undersigned hereby certifies that the information set forth in this Schedule is true, complete and correct. Dated: December 27, 2004 WHEATLEY PARTNERS II, L.P. By:/s/ Irwin Lieber ----------------------------------- Irwin Lieber, a General Partner SENECA VENTURES By:/s/ Barry Rubenstein ----------------------------------- Barry Rubenstein, a General Partner WOODLAND VENTURE FUND By:/s/ Barry Rubenstein ----------------------------------- Barry Rubenstein, a General Partner WOODLAND SERVICES CORP. By:/s/ Barry Rubenstein ----------------------------------- Barry Rubenstein, President /s/ Barry Rubenstein -------------------------------------- Barry Rubenstein /s/ Irwin Lieber -------------------------------------- Irwin Lieber /s/ Barry Fingerhut -------------------------------------- Barry Fingerhut /s/ Marilyn Rubenstein -------------------------------------- Marilyn Rubenstein /s/ Seth Lieber -------------------------------------- Seth Lieber Page 22 of 23 /s/ Jonathan Lieber --------------------------------------------------- Jonathan Lieber WOODLAND PARTNERS By:/s/ Barry Rubenstein ------------------------------------------------ Barry Rubenstein, a General Partner APPLEGREEN PARTNERS By:/s/ Jonathan Lieber ------------------------------------------------ Jonathan Lieber, a General Partner BROOKWOOD PARTNERS, L.P. By:/s/ Barry Rubenstein ------------------------------------------------ Barry Rubenstein, a General Partner WHEATLEY PARTNERS, L.P. By: Wheatley Partners, LLC, the General Partner By:/s/ Barry Rubenstein ------------------------------------------------ Barry Rubenstein, CEO WHEATLEY FOREIGN PARTNERS, L.P. By: Wheatley Partners, LLC, the General Partner By:/s/ Barry Rubenstein ------------------------------------------------ Barry Rubenstein, CEO WHEATLEY PARTNERS, LLC By:/s/ Barry Rubenstein ------------------------------------------------ Barry Rubenstein, CEO ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 23 of 23

WHEATLEY PARTNERS II LP SC 13D/A