Michael C. Jonas - Sep 7, 2022 Form 4 Insider Report for Zedge, Inc. (ZDGE)

Role: Executive Chairman, Director, 10%+ Owner
Signature: Joyce J. Mason, by Power of Attorney
Stock symbol: ZDGE
Transactions as of: Sep 7, 2022
Transactions value $: $0
Form type: 4
Date filed: 9/15/2022, 04:10 PM
Previous filing: Aug 10, 2021
Next filing: Sep 11, 2023
SEC: View on sec.gov

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		+2.18K	+0.16%		1.34M	Sep 7, 2022	Direct	F1, F2
holding	ZDGE	Class A Common Stock, par value $.01 per share						525K	Sep 7, 2022	Direct

Showing 1 to 2 of 2 entries

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	-2.18K	-7.5%	$0.00	26.8K	Sep 7, 2022	Class B Common Stock	2.18K		Direct	F1, F3

* 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	Includes 471 unvested restricted shares that vest on November 7, 2022; 61,728 unvested restricted shares that vest as follows: 30,864 on each of February 7, 2023 and February 7, 2024; and 2,175 shares issued upon the vesting of DSUs.
F3	On September 7, 2021, the Reporting Person was granted 29,000 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.