SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
COURTER JAMES A
(Last) (First) (Middle)
C/O IDT CORPORATION
520 BROAD STREET
(Street)
NEWARK NJ 07102
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IDT CORP [ IDT,IDT.C ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and Vice Chairman
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 1,654(1) I By 401(k) Plan
Class B Common Stock 09/17/2009 A 281,411(2) A $0 768,833(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $11.625 09/17/2009 D 4,000 03/15/1996 03/14/2016 Class B Common Stock 4,000 $11.625(4) 0 D
Employee Stock Option (right to buy) $6.5625 09/17/2009 D 121,781 10/01/1999(5) 10/28/2016 Class B Common Stock 121,781 $6.5625(4) 0 D
Employee Stock Option (right to buy) $12.375 09/17/2009 D 50,000 10/01/2001 08/14/2017 Class B Common Stock 50,000 $12.375(4) 0 D
Employee Stock Option (right to buy) $18.9375 09/17/2009 D 200,000 09/01/2001(6) 02/28/2014 Class B Common Stock 200,000 $18.9375(4) 0 D
Employee Stock Option (right to buy) $31.3125 09/17/2009 D 33,333 02/01/2003(7) 01/31/2010 Class B Common Stock 33,333 $31.3125(4) 0 D
Employee Stock Option (right to buy) $26.5595 09/17/2009 D 66,666 04/04/2005(8) 04/04/2011 Class B Common Stock 66,666 $26.5545(4) 0 D
Employee Stock Option (right to buy) $27.03 09/17/2009 D 333,333 10/01/2006(9) 10/21/2011 Class B Common Stock 333,333 $27.03(4) 0 D
Employee Stock Option (right to buy) $43.35 09/17/2009 D 33,333 10/01/2004(10) 09/05/2012 Class B Common Stock 33,333 $43.35(4) 0 D
Employee Stock Option (right to buy) $44.85 09/17/2009 D 33,333 07/01/2005(11) 01/02/2013 Class B Common Stock 33,333 $44.85(4) 0 D
Employee Stock Option (right to buy) $38.85 09/17/2009 D 11,111 07/22/2005 07/21/2015 Class B Common Stock 11,111 $38.85(4) 0 D
Employee Stock Option (right to buy) $33.99 09/17/2009 D 56,378 01/01/2010(12) 04/22/2017 Class B Common Stock 56,378 $33.99(4) 0 D
Explanation of Responses:
1. As of August 31, 2009.
2. Grant of Restricted Stock that vested on September 17, 2009.
3. Consists of 681,667 shares of Restricted Stock, of which 315,006 are vested, and 86,666 shares held directly by Mr. Courter.
4. The option was canceled by mutual agreement of the Reporting Person and IDT Corporation. The Reporting Person received 281,411 shares of the Company's Class B Common Restricted Stock as partial consideration for the cancellation.
5. These options vested as follows: 55,115 on October 1, 1998 and 66,666 on October 1, 1999.
6. These options vested as follows: 16,667 on 03/01/1999 and 183,333 shares in four equal quarterly installments starting on December 1, 2000 and ending September 1, 2001.
7. These options vested as follows: 5,666 on August 1, 2000 and 27,667 in equal six-month installments starting on February 1, 2001 and ending on February 1, 2003.
8. These options vested in equal installments on each of April 4, 2003, April 4, 2004 and April 4, 2005.
9. These options vested as follows: 16,666 on January 1, 2002 and 316,667 in equal quarterly installments starting on April 1, 2002 and ending October 1, 2006.
10. These options vested in equal installments on each of October 1, 2002, October 1, 2003 and October 1, 2004.
11. These options vested in equal installments on each of January 1, 2003, July 1, 2003, January 1, 2004, July 1, 2004, January 1, 2005 and July 1, 2005.
12. These options vest as follows: 18,793 on January 1, 2008, 18,793 on January 1, 2009 and 18,792 on January 1, 2010.
Joyce J. Mason, by Power of Attorney 09/23/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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