Zedge, Inc. — Director's Dealing 2021

Sep 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Zedge, Inc. (ZDGE)
CIK: 0001667313
Period of Report: 2021-09-07

Reporting Person: REICH JONATHAN (CEO & President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-07	Deferred Stock Units	$	A	58000	Acquired	2024-09-07	Class B Common Stock (58000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B. Common Stock, par value $.01 per share	7431	Direct
Class B. Common Stock, par value $.01 per share	18677	Indirect

Footnotes

F1: Includes 2,176 shares due to Mr. Reich's ownership of IDT Class B Common Stock at the time of the spin-off.

F2: As of September 9, 2021.

F3: Represents a grant of 58,000 deferred stock units ("DSUs"). Each DSU has the right to receive one share of the Issuer's Class B common stock. Vesting of 30% of the DSUs will be time-based as follows: 25% on September 7, 2022, 33% on September 7, 2023, and 42% on September 7, 2024. Vesting of the remaining 70% of the DSUs will be on the following dates in the following amounts only if the aggregate market capitalization of the Issuer's equity securities has reached or exceeded $451 million for five consecutive trading days between the grant date and the vest date: 25% on September 7, 2022, up to 58% (the prior 25% and an additional 33%) on September 7, 2023, and up to 100% on September 7, 2024. In the event the market capitalization condition has not been met prior to a vesting date, but is met by a subsequent vesting date, all DSUs eligible for vesting prior to that date shall vest.