IDT (IDT) Form 4 IDT / MENACHEM ASH ownership change

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^*

ASH MENACHEM

(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 ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP of Strategic&Legal Affairs

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2021

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, par value $.01 per share	01/05/2021		M		9,375(1)	A	$12.33	45,707(2)	D
Class B Common Stock, par value $.01 per share	01/05/2021		F		3,828(3)	D	$12.33	41,879(4)	D
Class B Common Stock, par value $.01 per share								2,886(5)	I	By 401(k) Plan

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

Explanation of Responses:

1. Of the 5,000 deferred stock units (DSUs) that were eligible to vest on January 5, 2021, the Reporting Person elected to vest all 5,000 DSUs on January 5, 2021 and did not roll any DSUs to the next vesting date on January 5, 2022. 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 January 5, 2021 vesting date, each DSU that vested entitled the Reporting Person to receive 1.875 shares of Class B common stock.

2. Consists of 16,332 fully vested shares of Restricted Stock, 9,375 fully vested shares of Class B Common Stock issued upon the conversion of DSUs, and 20,000 shares of Restricted Stock that vest in full on January 5, 2022, only if the closing price of the Registrant's Class B Common Stock on the trading day prior to vest is $13.00 or higher.

3. Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs.

4. Consists of 16,332 fully vested shares of Restricted Stock, 5,547 fully vested shares of Class B Common Stock issued upon the conversion of DSUs, and 20,000 shares of Restricted Stock that vest in full on January 5, 2022, only if the closing price of the Registrant's Class B Common Stock on the trading day prior to vest is $13.00 or higher.

5. As of December 31, 2020.

Remarks:

	Joyce J. Mason, by Power of Attorney	01/05/2021
	** 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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