IDT CORP — Director's Dealing 2017

May 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IDT CORP (IDT)
CIK: 0001005731
Period of Report: 2017-05-02

Reporting Person: JONAS HOWARD S (Director, Chairman of the Board, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-02	Employee Stock Option (Right to Buy)	$14.93	A	1000000	Acquired	2027-05-01	Class B Common Stock (1000000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	958752	Direct
Class B Common Stock	3501	Indirect
Class B Common Stock	168499	Indirect
Class B Common Stock	339258	Indirect
Class B Common Stock	339305	Indirect
Class B Common Stock	339220	Indirect
Class B Common Stock	339427	Indirect
Class B Common Stock	328587	Indirect
Class B Common Stock	339448	Indirect
Class B Common Stock	339664	Indirect
Class B Common Stock	339627	Indirect
Class B Common Stock	1556	Indirect
Class B Common Stock	1556	Indirect
Class B Common Stock	1556	Indirect
Class B Common Stock	1556	Indirect
Class B Common Stock	1556	Indirect
Class B Common Stock	197641	Indirect
Class B Common Stock	629808	Indirect
Class A Common Stock	1574326	Direct

Footnotes

F1: Includes 46,416 shares of Restricted Stock, which vest as follows: 23,208 shares on each of January 5, 2018 and January 5, 2019.

F2: As of April 30, 2017.

F3: These shares are held in trust for the benefit of the Reporting Person's children. The Reporting Person's spouse is the trustee of the trust. Mr. Jonas disclaims beneficial ownership of these shares and does not exercise or share investment control of these shares.

F4: The Option is immediately exercisable. The unexercised portion of the Option will terminate should the Reporting Person cease being an officer or director of IDT Corporation or one or more of its subsidiaries. IDT Corporation will have the right to repurchase the stock issued upon exercise of the Option at a purchase price equal to the exercise price of the Option should the Reporting Person cease being an officer or director of IDT Corporation or one or more of its subsidiaries. IDT Corporation's repurchase right will lapse as to one third of the shares underlying the option on each of May 2, 2018, May 2, 2019, and May 2, 2020. The Reporting Person will be prohibited from transferring any shares issued on exercise of the Option that are subject to IDT Corporation's repurchase right.