SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

Hans E W Hoffmann

(Last)

(First)

(Middle)

C/O ORBCOMM INC.

2115 LINWOOD AVE, SUITE 100

(Street)

FORT LEE

07024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/02/2006

3. Issuer Name and Ticker or Trading Symbol
ORBCOMM Inc. [ ORBC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	40,024	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	⁽¹⁾	Common Stock	16,667	$2.775	D
Series A Convertible Redeemable Preferred Stock	08/13/2004	⁽²⁾	Common Stock	7,163⁽²⁾	⁽²⁾	D
Series B Convertible Redeemable Preferred Stock	12/20/2005	⁽³⁾	Common Stock	2,647⁽³⁾	⁽³⁾	D

Explanation of Responses:

1. 16,667 Options were issued on February 17, 2004. 8,334 Options were vested as of such date. The remaining 8,333 Options vest at a rate of 12.5 percent per quarter beginning March 31, 2004. The Options expire on February 17, 2009.

2. The Series A Convertible Redeemable Preferred Stock is convertible into common stock on the basis of two shares of common stock for every three shares of Preferred Stock and has no expiration date.

3. The Series B Convertible Redeemable Preferred Stock is convertible into common stock on the basis of two shares of common stock for every three shares of Preferred Stock and has no expiration date.

	/s/ Brad Franco, by power of attorney	11/01/2006
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.