Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
On January 23, 2023, InterDigital, Inc. (the "Company") received a notice
required by Section 101(i)(2)(E) of the Employment Retirement Income Security
Act of 1974, as amended, regarding an anticipated blackout period (the "Blackout
Period") with respect to the InterDigital, Inc. Stock Fund (the "Stock Fund")
that is an investment option offered under and, therefore, a part of the
InterDigital, Inc. Savings and Protection Plan (the "Plan") in connection with
the Company's recently commenced "modified Dutch auction" tender offer to
purchase up to $200 million of shares of its common stock, par value $0.01 per
share (the "Shares"), pursuant to the terms and subject to the conditions set
forth in the Offer to Purchase dated January 23, 2023 and in the related Letter
of Transmittal (which together, as they may be amended or supplemented from time
to time, constitute the "Offer").
During the Blackout Period, Plan participants who tender some or all of the
Shares credited to their Plan account in the Offer will be prohibited from
executing certain transactions involving the Stock Fund, including all exchanges
out, loans, withdrawals and distributions from the Stock Fund, until all
processing related to the Offer has been completed by the Plan recordkeeper. The
restrictions will apply to all Shares credited to a participant's account even
if the participant tenders less than 100% of the Shares credited to the
participant's account in the Offer. The restrictions will not apply to any Plan
participants who do not tender Shares held in the Stock Fund in the Offer. The
Company currently anticipates that the Blackout Period will be effective on 4:00
p.m., New York City Time, on February 14, 2023 and last until approximately the
week of February 27, 2023 unless the Offer is terminated or the expiration date
of the Offer is extended.
The Company currently anticipates that the Blackout Period will not apply to 50%
or more of the Plan participants given that significantly less than 50% of Plan
participants held Shares in the Stock Fund as of a recent date preceding the
receipt of the notice. Accordingly, the Company is not required to provide a
blackout notice to its directors and executive officers pursuant to Section
306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended. If the 50% threshold is met, the Company will,
in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104
of Regulation BTR, send a blackout trading restriction notice to its directors
and executive officers informing them that they are prohibited from purchasing,
selling or otherwise acquiring or transferring, directly or indirectly, any
equity security of the Company acquired in connection with their employment as
an officer or services as a director during the Blackout Period.
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