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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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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Deferred Stock Units | (6) | 02/21/2024 | M | 1,200 | (6) | (6) | Class B Common Stock | 1,200 | $ 0 | 2,400 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MASON JOYCE J C/O IDT CORPORATION 520 BROAD STREET NEWARK, NJ 07102 |
EVP and Corporate Secretary | |||
| Joyce J. Mason | 02/23/2024 | |
| **Signature of Reporting Person | Date |
| * | 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) | Of the 2,400 deferred stock units ("DSUs") that were eligible to vest on February 21, 2024, the Reporting Person elected to vest 1,200 DSUs on February 21, 2024 and to roll 1,200 DSUs to the next vesting date of February 25, 2025. Under the terms of the IDT Corporation Equity Growth Program, due to the market price of the Issuer's Class B common stock in the period prior to the February 21, 2024 vesting date, each DSU that vested entitled the Reporting Person to receive 1.375 shares of Class B common stock. |
| (2) | Consists of 10,566 shares of Class B common stock issued upon the vesting of DSUs, 7,075 fully vested shares of Restricted Stock, 1,396 shares purchased through the Issuer's Employee Stock Purchase Program and 20,207 shares held by the Reporting Person directly. |
| (3) | Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs. |
| (4) | Consists of 9,818 shares of Class B common stock issued upon the vesting of DSUs, 7,075 fully vested shares of Restricted Stock, 1,396 shares purchased through the Issuer's Employee Stock Purchase Program and 20,207 shares held by the Reporting Person directly. |
| (5) | As of January 31, 2024. |
| (6) | Represents 3,600 DSUs vesting two-thirds on 2/21/2024 and one-third on 2/25/2025, with the recipient having partially deferred vesting on 2/21/2024 to 2/25/2025. The number of shares of Class B common stock that will be issued depends on the Market Price on the applicable vesting date as compared to the Grant Price of the DSUs ($25.41), with no less than 0.5 shares (Market Price less than $12.705) and no more than 2 shares (Market Price greater than $50.82), in 12.5% increments, to be issued for each DSU vested. Upon vesting of all of the DSUs, between 1,800 and 7,200 shares of Class B common stock will have been issued. "Market Price" for each vesting date will be the greater of (i)the closing price for the Class B common stock on the trading date immediately prior to such vesting date, and (ii) the average of the closing prices of the Class B common stock for the 20 trading days ending with the trading day immediately prior to such vesting date. |