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 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

12/3/2020
(Street)

RIDGEFIELD PARK, NJ 07660
(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 12/3/2020  M  15000 A$2.75 25000 D  
Common Stock 12/3/2020  S  15000 D$5.35 (1)10000 D  
Common Stock 12/4/2020  M  15000 A$2.75 25000 D  
Common Stock 12/4/2020  S  15000 D$5.28 10000 D  
Common Stock         13000 I SEP IRA 
Common Stock         500 I Footnote (2)
Common Stock         500 I Footnote (3)
Common Stock         500 I Footnote (4)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $2.75 12/3/2020  M     15000   (5)4/6/2021 Common Stock 15000 $0 15000 D  
Stock Option (Right to Buy) $2.75 12/4/2020  M     15000   (5)4/6/2021 Common Stock 15000 $0 0 D  

Explanation of Responses:
(1) This transaction was executed in multiple trades at prices ranging from $5.35 to $5.36. 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) 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.
(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 stock options were originally granted to the reporting person on April 7, 2014 and became fully vested on April 7, 2017. These stock options expire on April 6, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Massey Stewart R
C/O INNODATA INC.
55 CHALLENGER ROAD
RIDGEFIELD PARK, NJ 07660
X



Signatures
/s/ Amy Agress Attorney-in fact for Stewart R. Massey12/7/2020
**Signature of Reporting PersonDate

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