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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 | (3) | 09/18/2024 | A | 15,624 | (3) | 10/15/2027 | Class B Common Stock | 15,624 | $ 0 | 15,624 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FISCHER MARCELO C/O IDT CORPORATION 520 BROAD STREET NEWARK, NJ 07102 |
Chief Financial Officer | |||
| Joyce J. Mason, by Power of Attorney | 09/20/2024 | |
| **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) | Consists of 12,677 fully vested shares of Restricted Stock and 25,919 shares of Class B Common Stock issued upon the vesting of deferred stock units ("DSUs"). |
| (2) | As of August 30, 2024 |
| (3) | Represents a grant of 15,624 deferred stock units ("DSUs"). Each DSU is the right to receive between 1/2 of a share and 2 shares of the Issuer's Class B common stock. Vesting is in thirds on each of October 15, 2025, 2026 and 2027. The number of shares that will actually vest for each DSU depends on the market price for the Class B common stock as of the relevant vesting date. 1/2 of a share will be issued for each DSU if the market price on the vesting date is less than $19.20 (50% of the grant date value of a share of Class B common stock) and 2 shares will be issued for each DSU if the market price on the vesting date is $76.80 (200% of the grant date value) or greater, with a proportionate amount to vest based on thresholds of 62.5%, 75%, 87.5%, 100%, 112.5%, 125%, 137.5%, 150%, 162.5% and 175% of the grant date value. Upon vesting in full, the Reporting Person will be entitled to receive between 7,812 and 31,248 shares of Class B common stock. |