Statement of Changes of Beneficial Ownership


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 OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sprecher Steven Wayne
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)
General Counsel & Secretary
(Last)          (First)          (Middle)

781 THIRD AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

1/1/2012
(Street)

KING OF PRUSSIA, PA 19406
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/1/2012     F (1)    297   D $43.57   10400.4682   D    
Common Stock   1/1/2012     D (2)    0.7903   D $43.57   10399.6779   D    
Common Stock   1/1/2012     F (3)    1211   D $43.57   9188.6779   D    
Common Stock   1/1/2012     D (4)    0.2034   D $43.57   9188.4745   D    
Common Stock   1/1/2012     A (5)    1211.3641   A $ 0   10399.8386   D    
Common Stock   1/1/2012     F (6)    409   D $43.57   9990.8386   D    
Common Stock   1/1/2012     D (7)    0.3641   D $43.57   9990.4745   D    
Common Stock   1/1/2012     A (8)    1516   A $ 0   11506.4745   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

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 part of an award granted to the reporting person on January 1, 2010 pursuant to the company's 2009 Stock Incentive Plan that vested, in part, on January 1, 2012 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 reflects the withholding of restricted stock units in satisfaction of the reporting person's tax liability. The restricted stock units were part of an award granted to the reporting person on January 1, 2009 pursuant to the company's 1999 Restricted Stock Plan in accordance with the company's Long-Term Compensation Program that vested, in full, on January 1, 2012 together with accrued dividend equivalents.
( 4)  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).
( 5)  The transaction reported represents the vesting of an award of performance-based restricted stock units granted to the reporting person on January 1, 2009 pursuant to the company's 1999 Restricted Stock Plan in accordance with the 2009-2012 cycle under the company's Long-Term Compensation Program. Based on the achievement level of the 2009-2012 cycle performance goals, 31% of the reporting person's target performance-based restricted stock unit award, or 1,202 restricted stock units, vested on January 1, 2012, together with 9.3641 additional shares representing accrued dividend equivalents.
( 6)  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 (5).
( 7)  The transaction reported reflects the cash settlement of a fractional share in connection with the vesting of restricted stock units, as described in Note (5).
( 8)  Restricted stock units granted pursuant to the company's 2009 Stock Incentive Plan in accordance with the company's Long-Term Compensation Program.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sprecher Steven Wayne
781 THIRD AVENUE
KING OF PRUSSIA, PA 19406


General Counsel & Secretary

Signatures
/s/ Claire H. Hanna, Attorney-in-Fact for Steven W. Sprecher 1/4/2012
** Signature of Reporting Person Date


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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