Menachem Ash - May 17, 2023 Form 4 Insider Report for IDT CORP (IDT)

Role: EVP of Strategic&Legal Affairs
Signature: Joyce J. Mason, by Power of Attorney
Stock symbol: IDT
Transactions as of: May 17, 2023
Transactions value $: $86,137
Form type: 4
Date filed: 5/18/2023, 05:36 PM
Previous filing: Mar 6, 2023
Next filing: Feb 23, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	IDT	Class B Common Stock, par value $.01 per share	Options Exercise	$135K	+4.17K	+7.76%	$32.37	57.9K	May 17, 2023	Direct	F1, F2
transaction	IDT	Class B Common Stock, par value $.01 per share	Tax liability	-$48.8K	-1.51K	-2.6%	$32.37	56.4K	May 17, 2023	Direct	F3, F4
holding	IDT	Class B Common Stock, par value $.01 per share						2.86K	May 17, 2023	By 401(k) Plan	F5

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	IDT	Deferred Stock Units	Options Exercise	$0	-3.33K	-33.34%	$0.00	6.67K	May 17, 2023	Class B Common Stock	3.33K		Direct	F6

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

Explanation of Responses:

Id	Content
F1	Of the 3,334 deferred stock units ("DSUs") that were eligible to vest on May 17, 2023, the Reporting Person elected to vest all 3,334 DSUs on May 17, 2023 and did not roll any DSUs to the next vesting date of February 1, 2024. 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 May 17, 2023 vesting date, each DSU that vested entitled the Reporting Person to receive 1.25 shares of Class B common stock.
F2	Consists of 12,912 shares of Class B common stock issued upon the vesting of DSUs, 28,962 fully vested restricted shares of the Issuer's Class B common stock ("Restricted Stock"), and 16,000 unvested shares of Restricted Stock that will vest, and vest in full, only if the Class B common stock closes above $50 per share for 10 consecutive trading days prior to February 25, 2025.
F3	Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs.
F4	Consists of 11,405 shares of Class B common stock issued upon the vesting of DSUs, 28,962 fully vested shares of Restricted Stock, and 16,000 unvested shares of Restricted Stock that will vest, and vest in full, only if the Class B common stock closes above $50 per share for 10 consecutive trading days prior to February 25, 2025.
F5	As of April 30, 2023.
F6	Represents 10,000 DSUs vesting ratably on 5/17/2023, 2/21/2024 and 2/25/2025, with the recipient having the option on 5/17/2023 and 2/21/2024 to defer vesting to the next scheduled vesting. 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 5,000 and 20,000 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.