Nauman Sabeeh Toor - Dec 4, 2024 Form 4 Insider Report for INNODATA INC (INOD)

Role: Director
Signature: /s/ Amy Agress Attorney-in fact for Nauman Sabeeh Toor
Stock symbol: INOD
Transactions as of: Dec 4, 2024
Transactions value $: -$9,074,000
Form type: 4
Date filed: 12/5/2024, 04:15 PM
Previous filing: Nov 20, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INOD	Common Stock	Sale	-$9.07M	-200K	-38.51%	$45.37	319K	Dec 4, 2024	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The sale of the shares reported in Column 4 was made by the reporting person for portfolio diversification purposes. This transaction was executed in multiple trading prices ranging from $45.00 to $45.82. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F2	Includes 12,417 restricted stock units ("RSUs") that will vest 100% on the earlier to occur of (i) June 5, 2025, and (ii) the date of Innodata Inc.'s 2025 annual meeting of stockholders and will be settled into shares of Innodata's common stock upon vesting. Pursuant to the Company's deferred compensation program, upon vesting the shares will be subject to a deferred payment date. The deferred payment date will be the first to occur of (i) the reporting person's separation from service, death or disability, (ii) a change of control (as defined in the Company's 2021 Equity Compensation Plan), or (iii) the second anniversary of the date of grant.

Content

The sale of the shares reported in Column 4 was made by the reporting person for portfolio diversification purposes. This transaction was executed in multiple trading prices ranging from $45.00 to $45.82. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Includes 12,417 restricted stock units ("RSUs") that will vest 100% on the earlier to occur of (i) June 5, 2025, and (ii) the date of Innodata Inc.'s 2025 annual meeting of stockholders and will be settled into shares of Innodata's common stock upon vesting. Pursuant to the Company's deferred compensation program, upon vesting the shares will be subject to a deferred payment date. The deferred payment date will be the first to occur of (i) the reporting person's separation from service, death or disability, (ii) a change of control (as defined in the Company's 2021 Equity Compensation Plan), or (iii) the second anniversary of the date of grant.