INNODATA INC — Director's Dealing 2024

Nov 14, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INNODATA INC (INOD)
CIK: 0000903651
Period of Report: 2024-11-13

Reporting Person: Massey Stewart R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-11-13	Common Stock	M	50000	$1.24	Acquired	75262	Direct
2024-11-13	Common Stock	S	36765	$40.09	Disposed	38497	Direct
2024-11-13	Common Stock	S	6352	$40.85	Disposed	32145	Direct
2024-11-13	Common Stock	S	6883	$42.75	Disposed	25262	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-11-13	Stock Option (Right to Buy)	$1.24	M	50000	Disposed	2029-07-31	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	23000	Indirect

Footnotes

F1: This transaction was executed in multiple trading prices ranging from $39.75 to $40.73. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: This transaction was executed in multiple trading prices ranging from $40.75 to $41.06. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: This transaction was executed in multiple trading prices ranging from $42.50 to $43.12. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: Includes 8,278 restricted stock units ("RSUs") that will vest 100% on the earlier to occur of (i) June 5, 2025, and (ii) the date of Innodata Inc.'s 2025 annual meeting of stockholders and will be settled into shares of Innodata's common stock upon vesting. Pursuant to the Company's deferred compensation program, upon vesting the shares will be subject to a deferred payment date. The deferred payment date will be the first to occur of (i) the reporting person's separation from service, death or disability, (ii) a change of control (as defined in the Company's 2021 Equity Compensation Plan), or (iii) the fifth anniversary of the date of grant.

F5: These stock options were granted to the reporting person on August 1, 2019 and were fully vested on the date of grant.