SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hume Emmett

(Last)

(First)

(Middle)

C/O ORBCOMM INC.

2115 LINWOOD AVE. SUITE 100

(Street)

FORT LEE

07024

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP, International

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2006

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/08/2006		C		50,610	A	⁽¹⁾	50,610	I	by Emmett Hume IRA
Common Stock	11/08/2006		C		2,521	A	⁽¹⁾	53,131	D
Common Stock	11/08/2006		C		43,427	A	⁽¹⁾	43,427⁽²⁾	I	by David Hume Trust
Common Stock	11/08/2006		C		43,427	A	⁽¹⁾	43,427⁽³⁾	I	by Cara Hume Trust
Common Stock	11/08/2006		C		1,000	A	⁽¹⁾	44,427⁽³⁾	I	by Cara Hume Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	83,334⁽⁴⁾		83,334	D
Restricted Stock Units (Time Vested)	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	3,734⁽⁵⁾		3,734	D
Restricted Stock Units (Performance Vested)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	3,734⁽⁶⁾		3,734	D
Series A Convertible Redeemable Preferred Stock	⁽¹⁾	11/08/2006		C			75,915	07/07/2004	⁽¹⁾	Common Stock	50,610⁽¹⁾	$0.00	0	I	by Emmett Hume IRA
Series A Convertible Redeemable Preferred Stock	⁽¹⁾	11/08/2006		C			3,781	12/16/2005	⁽¹⁾	Common Stock	2,521⁽¹⁾	$0.00	0	D
Series A Convertible Redeemable Preferred Stock	⁽¹⁾	11/08/2006		C			65,140	07/07/2004	⁽¹⁾	Common Stock	43,427⁽¹⁾⁽²⁾	$0.00	0	I	by David Hume Trust
Series A Convertible Redeemable Preferred Stock	⁽¹⁾	11/08/2006		C			65,140	07/07/2004	⁽¹⁾	Common Stock	43,427⁽¹⁾⁽³⁾	$0.00	0	I	by Cara Hume Trust
Series A Convertible Redeemable Preferred Stock	⁽¹⁾	11/08/2006		C			1,500	12/16/2005	⁽¹⁾	Common Stock	1,000⁽¹⁾⁽³⁾	$0.00	0	I	by Cara Hume Trust

Explanation of Responses:

1. The Series A Convertible Redeemable Preferred Stock was automatically converted into common stock on the basis of two shares of common stock for every three shares of Preferred Stock and had no expiration date.

2. Includes 65,140 shares of Series A Convertible Redeemable Preferred Stock (43,247 shares of common stock) held by David Hume Trust. Mr. Hume is the trustee for the David Hume Trust and disclaims beneficial ownership of the shares held by the David Hume Trust.

3. Includes 66,640 shares of Series A Convertible Redeemable Preferred Stock (44,247 shares of common stock) held by Cara Hume Trust. Mr. Hume is the trustee for the Cara Hume Trust and disclaims beneficial ownership of the shares held by the Cara Hume Trust.

4. 83,334 Options were issued on December 3, 2004. 16,667 Options vested on such date. The remaining 66,667 Options vest at a rate of 4,167 per quarter beginning December 31, 2004. The Options expire on December 3, 2014.

5. Each Time Vested Restricted Stock Unit ("TV RSU") represents the right to receive one share of common stock. One-third of the TV RSU awards will vest on each of January 1, 2007, January 1, 2008 and January 1, 2009.

6. Each Performance Vested Restricted Stock Unit ("PV RSU") represents the right to receive one share of common stock. One-third of the PV RSU awards will vest based on the achievement by the employee and/or the Company of certain performance targets for each of the fiscal years 2006, 2007 and 2008.

	/s/ Emmett Hume	11/09/2006
	** 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 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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