Form 4 for IDT IDT CORP
Accepted 2023-05-18 00:00:00 ET · period of report 2023-05-16 · accession 0001209191-23-030749 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-05-18 | 2023-05-17 | IDT | WARTELL DAVID | CTO | F - Tax | $32.37 | -781 | 19.1K | -4% | -$25.3K |
| D | 2023-05-18 | 2023-05-17 | IDT | WARTELL DAVID | CTO | M - OptEx | $32.37 | +2,918 | 19.8K | +17% | +$94.5K |
| D | 2023-05-18 | 2023-05-16 | IDT | WARTELL DAVID | CTO | A - Grant | $0.00 | +8,000 | 16.9K | +90% | $0 |
| D | 2023-05-18 | 2023-05-17 | IDT | WARTELL DAVID | CTO | M - OptEx | $0.00 | -2,334 | 4,666 | -33% | $0 |
| D | 2023-05-18 | 2023-05-16 | IDT | WARTELL DAVID | CTO | A - Grant | $0.00 | +3,000 | 3,000 | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class B Common Stock, par value $.01 per share | 2023-05-17 | F | D | 781 | $32.37 | 19,064 | D | — | — | (F5) Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs. (F6) Consists of 11,064 shares of Class B common stock issued upon the vesting of DSUs and 8,000 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. |
| 2 | Common | Class B Common Stock, par value $.01 per share | 2023-05-17 | M | A | 2,918 | $32.37 | 19,845 | D | — | — | (F3) Of the 2,334 DSUs that were eligible to vest on May 17, 2023, the Reporting Person elected to vest all 2,334 DSUs on May 17, 2023 and did not roll any DSUs to the next vesting date of February 1, 2024. Under the terms of the IDT Corporation Equity Growth Program, due to the market price of the Issuer's Class B common stock in the period prior to the May 17, 2023 vesting date, each DSU that vested entitled the Reporting Person to receive 1.25 shares of Class B common stock. (F4) Consists of 11,845 shares of Class B common stock issued upon the vesting of DSUs and 8,000 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. |
| 3 | Common | Class B Common Stock, par value $.01 per share | 2023-05-16 | A | A | 8,000 | $0.00 | 16,927 | D | — | — | (F1) Represents a grant of 8,000 restricted shares of Class B common stock ("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 8,927 shares of Class B common stock issued upon the vesting of deferred stock units ("DSUs") and 8,000 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. |
| 4 | Derivative | Deferred Stock Units | 2023-05-17 | M | D | 2,334 | $0.00 | 4,666 | D | — · — to — | 2,334 Class B Common Stock | (F8) Represents 7,000 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 3,500 and 14,000 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. |
| 5 | Derivative | Deferred Stock Units | 2023-05-16 | A | A | 3,000 | $0.00 | 3,000 | D | — · — to — | 3,000 Class B Common Stock | (F7) Represents grant of 3,000 DSUs, 2,000 of which vest on 2/21/2024 and 1,000 of which vest on 2/25/2025, with the recipient having the option on 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 |