IDT CORP — Director's Dealing 2023

Mar 6, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IDT CORP (IDT)
CIK: 0001005731
Period of Report: 2023-03-02

Reporting Person: ASH MENACHEM (EVP of Strategic&Legal Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-02	Class B Common Stock, par value $.01 per share	A	16000	$0.00	Acquired	53706	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-02	Deferred Stock Units	$	A	3000	Acquired		Class B Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock, par value $.01 per share	2873	Indirect

Footnotes

F1: Represents a grant of 16,000 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.

F2: Consists of 28,962 fully vested shares of Restricted Stock, 8,744 shares of Class B common stock issued upon the vesting of deferred stock units ("DSUs") 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: As of February 28, 2023.

F4: Represents a grant of 3,000 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 1,500 and 6,000 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.