Sec Form 4 Filing - Massey Stewart R @ INNODATA INC - 2021-06-11

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 Massey Stewart R 2. Issuer Name and Ticker or Trading Symbol INNODATA INC [ INOD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O INNODATA INC., 55 CHALLENGER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/11/2021 (Street) RIDGEFIELD PARK, NJ07660 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 06/11/2021 M 10,646 A $ 2.85 20,646 D Common Stock 06/11/2021 S 10,646 D $ 7.27 ( 1 ) 10,000 D Common Stock 06/14/2021 M 29,354 A $ 2.85 39,354 D Common Stock 06/14/2021 S 29,354 D $ 7.35 ( 2 ) 10,000 D Common Stock 13,000 I SEP IRA Common Stock 500 I See Footnote ( 3 ) Common Stock 500 I See Footnote ( 4 ) Common Stock 500 I See Footnote ( 5 )

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 Stock Option (Right to Buy) $ 2.85 06/11/2021 M 10,646 ( 6 ) 12/30/2025 Common Stock 10,646 $ 0 29,354 D Stock Option (Right to Buy) $ 2.85 06/14/2021 M 29,354 ( 6 ) 12/30/2025 Common Stock 29,354 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Massey Stewart R C/O INNODATA INC. 55 CHALLENGER ROAD RIDGEFIELD PARK, NJ07660 X Signatures /s/ Amy Agress Attorney-in fact for Stewart R. Massey 06/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple trades at prices ranging from $7.25 to $7.35. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 2 )This transaction was executed in multiple trades at prices ranging from $7.25 to $7.43. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 3 )These shares are held in a trust for the benefit of one of the reporting person's children. The reporting person's spouse is the trustee of the trust. ( 4 )These shares are held in a trust for the benefit of one of the reporting person's children. The reporting person's spouse is the trustee of the trust. ( 5 )These shares are held in a trust for the benefit of one of the reporting person's children. The reporting person's spouse is the trustee of the trust. ( 6 )These stock options were originally granted to the reporting person on December 31, 2015 and were fully vested on date of grant.

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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