| | | | | | | | | | | | | | | | | | | | | |
Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 2/21/24 |
Issuer: |
| Issuer CIK: 1005731 |
| Issuer Name: IDT CORP |
| Issuer Trading Symbol: IDT |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1228153 |
| | Owner Name: MASON JOYCE J |
| Reporting Owner Address: |
| | Owner Street 1: C/O IDT CORPORATION |
| | Owner Street 2: 520 BROAD STREET |
| | Owner City: NEWARK |
| | Owner State: NJ |
| | Owner ZIP Code: 07102 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: EVP and Corporate Secretary |
Aff 10b5 One? No |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock, par value $.01 per share |
| | Transaction Date: |
| | | Value: 2/21/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,650 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 35.625 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 39,244 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock, par value $.01 per share |
| | Transaction Date: |
| | | Value: 2/21/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 748 |
| Footnote ID: F3 |
| | | Transaction Price Per Share: |
| Value: 35.625 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 38,496 |
| Footnote ID: F4 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock, $.01 par value per share |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 13,130 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Self for Husband |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock, $.01 par value per share |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 19,659 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Self for Son |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class B Common Stock, $.01 par value per share |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,577 |
| Footnote ID: F5 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By 401(k) Plan |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Deferred Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F6 |
| | Transaction Date: |
| | | Value: 2/21/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,200 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Footnote ID: F6 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class B Common Stock |
| | | Underlying Security Shares: |
| Value: 1,200 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,400 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: Of the 2,400 deferred stock units ("DSUs") that were eligible to vest on February 21, 2024, the Reporting Person elected to vest 1,200 DSUs on February 21, 2024 and to roll 1,200 DSUs to the next vesting date of February 25, 2025. 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 February 21, 2024 vesting date, each DSU that vested entitled the Reporting Person to receive 1.375 shares of Class B common stock. |
| Footnote - F2: Consists of 10,566 shares of Class B common stock issued upon the vesting of DSUs, 7,075 fully vested shares of Restricted Stock, 1,396 shares purchased through the Issuer's Employee Stock Purchase Program and 20,207 shares held by the Reporting Person directly. |
| Footnote - F3: Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs. |
| Footnote - F4: Consists of 9,818 shares of Class B common stock issued upon the vesting of DSUs, 7,075 fully vested shares of Restricted Stock, 1,396 shares purchased through the Issuer's Employee Stock Purchase Program and 20,207 shares held by the Reporting Person directly. |
| Footnote - F5: As of January 31, 2024. |
| Footnote - F6: Represents 3,600 DSUs vesting two-thirds on 2/21/24 and one-third on 2/25/25, with the recipient having partially deferred vesting on 2/21/24 to 2/25/25. 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 1,800 and 7,200 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. |
Owner Signature: |
| Signature Name: Joyce J. Mason |
| Signature Date: 2/23/24 |