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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
IDT CORP [ IDT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/02/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 958,752(1) | D | ||||||||
Class B Common Stock | 3,501(2) | I | By 401(k) Plan | |||||||
Class B Common Stock | 168,499 | I | By Trust FBO Michael Jonas(3) | |||||||
Class B Common Stock | 339,258 | I | By Trust FBO Joseph Jonas(3) | |||||||
Class B Common Stock | 339,305 | I | By Trust FBO Tamar Jonas(3) | |||||||
Class B Common Stock | 339,220 | I | By Trust FBO Rachel Jonas(3) | |||||||
Class B Common Stock | 339,427 | I | By Trust FBO Leora Jonas(3) | |||||||
Class B Common Stock | 328,587 | I | By Trust FBO David Jonas(3) | |||||||
Class B Common Stock | 339,448 | I | By Trust FBO Samuel Jonas(3) | |||||||
Class B Common Stock | 339,664 | I | By Trust FBO Jonathan Jonas(3) | |||||||
Class B Common Stock | 339,627 | I | By Trust FBO Miriam Jonas(3) | |||||||
Class B Common Stock | 1,556 | I | Custodial for Son (Joseph) | |||||||
Class B Common Stock | 1,556 | I | Custodial for Daughter (Rachel) | |||||||
Class B Common Stock | 1,556 | I | Custodial for Daughter (Tamar) | |||||||
Class B Common Stock | 1,556 | I | Custodial for Daughter (Miriam) | |||||||
Class B Common Stock | 1,556 | I | Custodial for Son (Jonathan) | |||||||
Class B Common Stock | 197,641 | I | By The Jonas Foundation | |||||||
Class B Common Stock | 629,808 | I | By Howard S. Jonas 2014 Annuity Trust | |||||||
Class A Common Stock | 1,574,326 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $14.93 | 05/02/2017 | A | 1,000,000 | 05/02/2017(4) | 05/01/2027 | Class B Common Stock | 1,000,000 | $0.00 | 1,000,000 | D |
Explanation of Responses: |
1. Includes 46,416 shares of Restricted Stock, which vest as follows: 23,208 shares on each of January 5, 2018 and January 5, 2019. |
2. As of April 30, 2017. |
3. These shares are held in trust for the benefit of the Reporting Person's children. The Reporting Person's spouse is the trustee of the trust. Mr. Jonas disclaims beneficial ownership of these shares and does not exercise or share investment control of these shares. |
4. The Option is immediately exercisable. The unexercised portion of the Option will terminate should the Reporting Person cease being an officer or director of IDT Corporation or one or more of its subsidiaries. IDT Corporation will have the right to repurchase the stock issued upon exercise of the Option at a purchase price equal to the exercise price of the Option should the Reporting Person cease being an officer or director of IDT Corporation or one or more of its subsidiaries. IDT Corporation's repurchase right will lapse as to one third of the shares underlying the option on each of May 2, 2018, May 2, 2019, and May 2, 2020. The Reporting Person will be prohibited from transferring any shares issued on exercise of the Option that are subject to IDT Corporation's repurchase right. |
Remarks: |
Joyce J. Mason, by Power of Attorney | 05/04/2017 | |
** 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). | ||
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. |