InterDigital, Inc. — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: InterDigital, Inc. (IDCC)
CIK: 0001405495
Period of Report: 2011-12-30

Reporting Person: SHAY LAWRENCE F (Exec. VP, IP & Chf. IP Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-30	Common Stock	F	297	$43.57	Disposed	36791.0652	Direct
2011-12-30	Common Stock	D	0.7903	$43.57	Disposed	36790.2749	Direct
2012-01-01	Common Stock	F	1810	$43.57	Disposed	34980.2749	Direct
2012-01-01	Common Stock	D	0.5864	$43.57	Disposed	34979.6885	Direct
2012-01-01	Common Stock	A	1868.4433	$0.00	Acquired	36848.1318	Direct
2012-01-01	Common Stock	F	631	$43.57	Disposed	36217.1318	Direct
2012-01-01	Common Stock	D	0.4433	$43.57	Disposed	36216.6885	Direct
2012-01-01	Common Stock	A	2221	$0.00	Acquired	38437.6885	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2971	Indirect

Footnotes

F1: The transaction reported reflects the withholding of restricted stock units in satisfaction of the reporting person's tax liability. The restricted stock units were part of an award granted to the reporting person on December 30, 2010 pursuant to the company's 2009 Stock Incentive Plan that vested, in part, on December 30, 2011 together with accrued dividend equivalents.

F2: The transaction reported reflects the cash settlement of a fractional share in connection with the vesting of restricted stock units, as described in Note (1).

F3: The transaction reported reflects the withholding of restricted stock units in satisfaction of the reporting person's tax liability. The restricted stock units were part of an award granted to the reporting person on January 1, 2009 pursuant to the company's 1999 Restricted Stock Plan in accordance with the company's Long-Term Compensation Program that vested, in full, on January 1, 2012 together with accrued dividend equivalents.

F4: The transaction reported reflects the cash settlement of a fractional share in connection with the vesting of restricted stock units, as described in Note (3).

F5: The transaction reported represents the vesting of an award of performance-based restricted stock units granted to the reporting person on January 1, 2009 pursuant to the company's 1999 Restricted Stock Plan in accordance with the 2009-2012 cycle under the company's Long-Term Compensation Program. Based on the achievement level of the 2009-2012 cycle performance goals, 31% of the reporting person's target performance-based restricted stock unit award, or 1,854 restricted stock units, vested on January 1, 2012, together with 14.4433 additional shares representing accrued dividend equivalents.

F6: The transaction reported reflects the withholding of restricted stock units in satisfaction of the reporting person's tax liability in connection with the transaction described in Note (5).

F7: The transaction reported reflects the cash settlement of a fractional share in connection with the vesting of restricted stock units, as described in Note (5).

F8: Restricted stock units granted pursuant to the company's 2009 Stock Incentive Plan in accordance with the company's Long-Term Compensation Program.

F9: As of the most recently published account statement, the reporting person beneficially owned this number of whole shares of common stock pursuant to the InterDigital Savings and Protection Plan.