Sec Form 4 Filing - ASH MENACHEM @ IDT CORP - 2023-03-02

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 ASH MENACHEM 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 (Last) (First) (Middle) C/O IDT CORPORATION, 520 BROAD STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2023 (Street) NEWARK, NJ07102 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 Class B Common Stock, par value $.01 per share 03/02/2023 A 16,000 ( 1 ) A $ 0 53,706 ( 2 ) D Class B Common Stock, par value $.01 per share 2,873 ( 3 ) 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 Deferred Stock Units ( 4 ) 03/02/2023 A 3,000 ( 4 ) ( 4 ) Class B Common Stock 3,000 $ 0 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ASH MENACHEM C/O IDT CORPORATION 520 BROAD STREET NEWARK, NJ07102 EVP of Strategic&Legal Affairs Signatures Joyce J. Mason, by Power of Attorney 03/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a grant of 16,000 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. ( 2 )Consists of 28,962 fully vested shares of Restricted Stock, 8,744 shares of Class B common stock issued upon the vesting of deferred stock units ("DSUs") and 16,000 unvested 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. ( 3 )As of February 28, 2023. ( 4 )Represents a grant of 3,000 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 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.

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