09/29/2026 | Press release | Distributed by Public on 09/29/2026 16:40
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
|
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 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 | (1) | 09/07/2026 | M | 6,467 | (6) | (6) | Class B Common Stock | 6,467 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $2.27 | 09/25/2026 | M | 60,000 | 09/29/2017 | 09/28/2026 | Class B Common Stock | 0 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
REICH JONATHAN C/O ZEDGE, INC. 1178 BROADWAY, SUITE 1450, 3RD FLOOR NEW YORK, NY 10001 |
CEO & President | |||
| Joyce J Mason, by Power of Attorney | 09/29/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Deferred Stock Units, or DSUs, convert into shares of Class B Common Stock on a one-for-one basis. |
| (2) | Represents shares withheld by the Issuer for tax purposes upon the vesting of DSUs. |
| (3) | Options with respect to 60,000 shares were exercised using a "cashless exercise" mechanism in accordance with the terms of the option instrument. |
| (4) | Represents options with respect to 45,099 shares which were utilized to pay the exercise price and 5,372 shares which were withheld by the Issuer to pay the tax withholding obligation that arose upon the Reporting Person's exercise of the option to purchase shares of Class B Common Stock described in Table II of this Form 4. 45,099 shares were issued to the Reporting Person. |
| (5) | As of September 29, 2026. |
| (6) | On January 21, 2025, the Reporting Person was granted 19,400 DSUs. Each DSU represents the right to receive between 1/3 of a share and 3 shares of the Issuer's Class B common stock. 6,466 of the DSUs vested on September 8, 2025, and an additional 6,467 vested on September 7, 2026. The remaining 6,467 DSUs are scheduled to vest on September 6, 2027. The number of shares issued for each DSU vested depends on the market price for the Class B common stock as of the relevant vesting date. For the September 7, 2026 vesting, the market price was $2.97, between $2.76 (the grant price) and $3.99; therefore, 6,467 shares were issued on September 7, 2026 for the 6,467 DSUs that vested that day, based on the applicable distinct market price band. |