0001209191-23-030749.txt : 20230518 0001209191-23-030749.hdr.sgml : 20230518 20230518173646 ACCESSION NUMBER: 0001209191-23-030749 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230516 FILED AS OF DATE: 20230518 DATE AS OF CHANGE: 20230518 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARTELL DAVID CENTRAL INDEX KEY: 0001735950 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16371 FILM NUMBER: 23937304 MAIL ADDRESS: STREET 1: C/O IDT CORPORATION STREET 2: 520 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IDT CORP CENTRAL INDEX KEY: 0001005731 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 223415036 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 520 BROAD ST CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 973 438 1000 MAIL ADDRESS: STREET 1: 520 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-05-16 0 0001005731 IDT CORP IDT 0001735950 WARTELL DAVID C/O IDT CORPORATION 520 BROAD STREET NEWARK NJ 07102 0 1 0 0 CHIEF TECHNOLOGY OFFICER 0 Class B Common Stock, par value $.01 per share 2023-05-16 4 A 0 8000 0.00 A 16927 D Class B Common Stock, par value $.01 per share 2023-05-17 4 M 0 2918 32.37 A 19845 D Class B Common Stock, par value $.01 per share 2023-05-17 4 F 0 781 32.37 D 19064 D Deferred Stock Units 2023-05-16 4 A 0 3000 0.00 A Class B Common Stock 3000 3000 D Deferred Stock Units 2023-05-17 4 M 0 2334 0.00 D Class B Common Stock 2334 4666 D 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. 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. 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. 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. Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs. 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. 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 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. Joyce J. Mason by Power of Attorney 2023-05-18