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*
Eisenberg Jerome B

(Last) (First) (Middle)
C/O ORBCOMM INC.
2115 LINWOOD AVENUE, SUITE 100

(Street)
FORT LEE NJ 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2011
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)
Code V Amount (A) or (D) Price
Restricted Stock Unit (Time Vested) (1) 10,000 D
Common Stock 15,759 I by Cynthia Eisenberg
Common Stock 08/18/2011 P 5,000 A $2.2592 (2) (3) 986,095 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right $11 (4) (4) Common Stock 95,187 (4) 95,187 D
Stock Appreciation Right $4.96 (5) (5) Common Stock 100,000 (5) 100,000 D
Stock Option (Right to Buy) $2.325 03/31/2005 (6) 02/17/2014 (6) Common Stock 166,667 166,667 D
Stock Option (Right to Buy) $2.775 12/31/2005 (7) 02/17/2014 (7) Common Stock 33,334 33,334 D
Stock Option (Right to Buy) $3.375 12/31/2006 (8) 02/17/2014 (8) Common Stock 33,334 33,334 D
Stock Option (Right to Buy) $4.26 12/31/2006 (9) 02/17/2014 (9) Common Stock 33,334 33,334 D
Stock Option (Right to Buy) $2.325 12/31/2007 (10) 02/17/2014 (10) Common Stock 33,334 33,334 D
Explanation of Responses:
1. Each time vested Restricted Stock Unit ("RSU") represents the right to receive one share of common stock. The number of RSUs was determined by dividing $30,000 by the closing price of ORBCOMM Inc. (the "Company") common stock on February 1, 2011 of $3.00 per share. The RSUs vest on January 1, 2012.
2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.23 to $2.28, inclusive.
3. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.
4. Each Performance Vested Stock Appreciation Right ("PV SAR") represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the PV SAR to the date of exercise of the PV SAR. The PV SARs are fully vested, expire in October 2016 and have an exercise price equal to the initial public offering price of $11.00 per share.
5. Each Time Vested Stock Appreciation Right ("TV SAR") represents the right to receive payment measured by the increase in the fair market value of one share of common stock from the date of grant of the TV SAR to the date of exercise of the TV SAR. The TV SAR awards are fully vested, expire in March 2018 and have an exercise price of $4.96 per share, the closing price of the common stock on the grant date.
6. 166,667 Options were issued on February 17, 2004, are fully vested and expire on February 17, 2014.
7. 33,334 Options were issued on February 17, 2004, are fully vested and expire on February 17, 2014
8. 33,334 Options were issued on February 17, 2004, are fully vested and expire on February 17, 2014.
9. 33,334 Options were issued on February 17, 2004, are fully vested and expire on February 17, 2014.
10. 33,334 Options were issued on February 17, 2004, are fully vested and expire on February 17, 2014.
Remarks:
/s/ Christian Le Brun, by power of attorney 08/19/2011
** 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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