Sec Form 4 Filing - SHAY LAWRENCE F @ InterDigital, Inc. - 2015-01-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SHAY LAWRENCE F 2. Issuer Name and Ticker or Trading Symbol InterDigital, Inc. [ IDCC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec. VP, IP & Chf. IP Counsel (Last) (First) (Middle) 200 BELLEVUE PARKWAY, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2015 (Street) WILMINGTON, DE19809 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 01/01/2015 F( 1 ) 910 D $ 52.9 51,368.9216 D Common Stock 01/01/2015 D( 2 ) 0.6977 D $ 52.9 51,368.2239 D Common Stock 01/01/2015 A( 3 ) 7,395.9609 A $ 0 58,764.1848 D Common Stock 01/01/2015 F( 4 ) 2,439 D $ 52.9 56,325.1848 D Common Stock 01/01/2015 D( 5 ) 0.9609 D $ 52.9 56,324.2239 D Common Stock 01/02/2015 S( 6 ) 5,401 D $ 52.12 ( 7 ) 50,923.2239 D Common Stock 01/02/2015 S( 8 ) 1,635 D $ 52.94 ( 9 ) 49,288.2239 D Common Stock 3,155 ( 10 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHAY LAWRENCE F 200 BELLEVUE PARKWAY SUITE 300 WILMINGTON, DE19809 Exec. VP, IP & Chf. IP Counsel Signatures /s/ Claire H. Hanna, Attorney-in-Fact for Lawrence F. Shay 01/05/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction reported reflects the withholding of restricted stock units in satisfaction of the reporting person's tax liability. The restricted stock units were granted to the reporting person on January 1, 2012 pursuant to the company's 2009 Stock Incentive Plan in accordance with the company's Long-Term Compensation Program and vested on January 1, 2015 together with accrued dividend equivalents. ( 2 )The transaction reported reflects the cash settlement of a fractional share in connection with the vesting of restricted stock units, as described in Note (1). ( 3 )The transaction reported represents the vesting of an award of performance-based restricted stock units granted to the reporting person on January 18, 2013 pursuant to the company's 2009 Stock Incentive Plan in accordance with the 2012-2014 cycle under the company's Long-Term Compensation Program. Based on the achievement level of the 2012-2014 cycle performance goal, 110% of the reporting person's target performance-based restricted stock unit award, or 7,226 restricted stock units, vested on January 1, 2015, together with 169.9609 additional shares representing accrued dividend equivalents. ( 4 )The transaction reported reflects the withholding of restricted stock units in satisfaction of the reporting person's tax liability in connection with the transaction described in Note (3). ( 5 )The transaction reported reflects the cash settlement of a fractional share in connection with the vesting of restricted stock units, as described in Note (3). ( 6 )The transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. ( 7 )The price reported is the weighted average sale price for the transaction reported. The sale prices ranged from $51.82 to $52.78. Full information about the transaction reported will be provided upon request. ( 8 )The transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. ( 9 )The price reported is the weighted average sale price for the transaction reported. The sale prices ranged from $52.82 to $53.16. Full information about the transaction reported will be provided upon request. ( 10 )As of the most recently published account statement, the reporting person beneficially owned this number of whole shares of common stock pursuant to the InterDigital Savings and Protection Plan.

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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