SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SHEA NADINE

(Last)

(First)

(Middle)

C/O IDT CORPORATION

520 BROAD STREET

(Street)

NEWARK

07102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/25/2019

3. Issuer Name and Ticker or Trading Symbol
IDT CORP [ IDT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP of GLOBAL HUMAN RESOURCES

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock, par value $.01 per share	1,476	D
Class B Common Stock, par value $.01 per share	2,534⁽¹⁾	I	By 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Deferred Stock Units	⁽²⁾	01/05/2022	Class B Common Stock	7,500	$0.00	D

Explanation of Responses:

1. As of September 30, 2019.

2. Represents a grant of 7,500 deferred stock units ("DSUs"). Each DSU is the right to receive between 1/2 of a share and 2 shares of the Issuer's Class B common stock. Vesting is in thirds in January 2020, 2021 and 2022. The number of shares that will actually vest for each DSU depends on the market price for the Class B common stock as of the relevant vesting date. 1/2 of a share will be issued for each DSU if the market price on the vesting date is less than $3.255 (50% of the grant date value of a share of Class B common stock) and 2 shares will be issued for each DSU if the market price on the vesting date is $13.02 (200% of the grant date value) or greater, with a proportionate amount to vest based on thresholds of 50%, 62.5%, 75%, 87.5%, 100%, 112.5%, 125%, 137.5, 150%, 162.5%, 175%, 187.5% and 200% of the grant date value. Upon vesting in full, the Reporting Person will be entitled to receive between 3,750 and 15,000 shares of Class B common stock.

Remarks:

	Joyce J. Mason, by Power of Attorney	10/03/2019
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.