Yi Tsai - Sep 7, 2022 Form 4 Insider Report for Zedge, Inc. (ZDGE)

Role: CFO & Treasurer
Signature: Joyce J. Mason, by Power of Attorney
Stock symbol: ZDGE
Transactions as of: Sep 7, 2022
Transactions value $: -$2,039
Form type: 4
Date filed: 9/15/2022, 04:07 PM
Previous filing: Sep 9, 2021
Next filing: Sep 11, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZDGE	Class B Common Stock, par value $.01 per share	Options Exercise		+1.8K			1.8K	Sep 7, 2022	Direct	F1, F2
transaction	ZDGE	Class B Common Stock, par value $.01 per share	Tax liability	-$2.04K	-744	-41.33%	$2.74	1.06K	Sep 7, 2022	Direct	F2, F3
holding	ZDGE	Class B Common Stock, par value $.01 per share						5.37K	Sep 7, 2022	By 401(k) Plan	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ZDGE	Deferred Stock Units	Options Exercise	$0	-1.8K	-7.5%	$0.00	22.2K	Sep 7, 2022	Class B Common Stock	1.8K		Direct	F1, F5

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

Explanation of Responses:

Id	Content
F1	Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis.
F2	Consists of shares issued upon the vesting of DSUs.
F3	Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs.
F4	As of September 15, 2022.
F5	On September 7, 2021, the Reporting Person was granted 24,000 DSUs. The DSU grant provided that vesting of 30% of the DSUs will be time-based as follows: 25% on September 7, 2022, 33% on September 7, 2023, and 42% on September 7, 2024. Vesting of the remaining 70% of the DSUs will be on the following dates in the following amounts only if the aggregate market capitalization of the Issuer's equity securities has reached or exceeded $451 million for five consecutive trading days between the grant date and the vest date: 25% on September 7, 2022, up to 58% (the prior 25% and an additional 33%) on September 7, 2023, and up to 100% on September 7, 2024. In the event the market capitalization condition has not been met prior to a vesting date, but is met by a subsequent vesting date, all DSUs eligible for vesting prior to that date shall vest. The market capitalization condition was not met for the vest that was to occur on September 7, 2022.