SEC Form 4 · accession 0001209191-17-030158
IDT CORP · IDT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Howard S Jonas
Officer — Chairman of the Board · Director · 10% Owner
Period of report
May 2, 2017
Accepted (ET)
May 4, 2017 · 7:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001005731
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | holding | — | — | — | 958,752 | D | ||
| Class B Common StockF2 | holding | — | — | — | 3,501 | I | By 401(k) Plan | |
| Class B Common StockF3 | holding | — | — | — | 168,499 | I | By Trust FBO Michael Jonas | |
| Class B Common StockF3 | holding | — | — | — | 339,258 | I | By Trust FBO Joseph Jonas | |
| Class B Common StockF3 | holding | — | — | — | 339,305 | I | By Trust FBO Tamar Jonas | |
| Class B Common StockF3 | holding | — | — | — | 339,220 | I | By Trust FBO Rachel Jonas | |
| Class B Common StockF3 | holding | — | — | — | 339,427 | I | By Trust FBO Leora Jonas | |
| Class B Common StockF3 | holding | — | — | — | 328,587 | I | By Trust FBO David Jonas | |
| Class B Common StockF3 | holding | — | — | — | 339,448 | I | By Trust FBO Samuel Jonas | |
| Class B Common StockF3 | holding | — | — | — | 339,664 | I | By Trust FBO Jonathan Jonas | |
| Class B Common StockF3 | holding | — | — | — | 339,627 | I | By Trust FBO Miriam Jonas | |
| Class B Common Stock | holding | — | — | — | 1,556 | I | Custodial for Son (Joseph) | |
| Class B Common Stock | holding | — | — | — | 1,556 | I | Custodial for Daughter (Rachel) | |
| Class B Common Stock | holding | — | — | — | 1,556 | I | Custodial for Daughter (Tamar) | |
| Class B Common Stock | holding | — | — | — | 1,556 | I | Custodial for Daughter (Miriam) | |
| Class B Common Stock | holding | — | — | — | 1,556 | I | Custodial for Son (Jonathan) | |
| Class B Common Stock | holding | — | — | — | 197,641 | I | By The Jonas Foundation | |
| Class B Common Stock | holding | — | — | — | 629,808 | I | By Howard S. Jonas 2014 Annuity Trust | |
| Class A Common Stock | holding | — | — | — | 1,574,326 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4 | $14.93 | May 2, 2017 | A | 1,000,000 | A | May 2, 2017 | May 1, 2027 | Class B Common Stock | 1,000,000 | 1,000,000 | D |
Explanation of responses
- F1Includes 46,416 shares of Restricted Stock, which vest as follows: 23,208 shares on each of January 5, 2018 and January 5, 2019.
- F2As of April 30, 2017.
- F3These 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.
- F4The 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.