IDT CORP — Director's Dealing 2019

Jun 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IDT CORP (IDT)
CIK: 0001005731
Period of Report: 2019-06-05

Reporting Person: MASON JOYCE J (EVP and Corporate Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-05	Deferred Stock Units	$	A	9000	Acquired	2022-01-05	Class B Common Stock (9000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock, par value $.01 per share	29586	Direct
Class B Common Stock, par value $.01 per share	15340	Indirect
Class B Common Stock, par value $.01 per share	9647	Indirect
Class B Common Stock, par value $.01 per share	4689	Indirect

Footnotes

F1: Consists of 13,752 shares of fully-vested Restricted Stock, 1,396 shares purchased through the Issuer's Employee Stock Purchase Program and 14,438 shares held by Ms. Mason directly.

F2: As of May 31, 2019.

F3: Represents a grant of 9,000 deferred stock units ("DSUs"). Each DSU is the right to receive between 1/2 of a share and 2 shares of the Issuer's Class B common stock. Vesting is in thirds in January 2020, 2021 and 2022. The number of shares that will actually vest for each DSU depends on the market price for the Class B common stock as of the relevant vesting date. 1/2 of a share will be issued for each DSU if the market price on the vesting date is less than $3.255 (50% of the grant date value of a share of Class B common stock) and 2 shares will be issued for each DSU if the market price on the vesting date is $13.02 (200% of the grant date value) or greater, with a proportionate amount to vest based on thresholds of 62.5%, 75%, 87.5%, 100%, 112.5%, 125%, 137.5%, 150%, 162.5% and 175% of the grant date value. Upon vesting in full, the Reporting Person will be entitled to receive between 4,500 and 18,000 shares of Class B common stock.