0001140361-14-013380.txt : 20140318 0001140361-14-013380.hdr.sgml : 20140318 20140318183318 ACCESSION NUMBER: 0001140361-14-013380 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140314 FILED AS OF DATE: 20140318 DATE AS OF CHANGE: 20140318 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ORBCOMM Inc. CENTRAL INDEX KEY: 0001361983 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 412118289 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 395 W PASSAIC STREET, SUITE 325 CITY: ROCHELLE PARK STATE: NJ ZIP: 07662 BUSINESS PHONE: 703-433-6300 MAIL ADDRESS: STREET 1: 395 W PASSAIC STREET, SUITE 325 CITY: ROCHELLE PARK STATE: NJ ZIP: 07662 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Le Brun Christian CENTRAL INDEX KEY: 0001373568 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33118 FILM NUMBER: 14702222 MAIL ADDRESS: STREET 1: C/O ORBCOMM INC. STREET 2: 395 W PASSAIC STREET, SUITE 325 CITY: ROCHELLE PARK STATE: NJ ZIP: 07662 4 1 doc1.xml FORM 4 X0306 4 2014-03-14 0 0001361983 ORBCOMM Inc. ORBC 0001373568 Le Brun Christian C/O ORBCOMM INC. 395 W. PASSAIC STREET, SUITE 325 ROCHELLE PARK NJ 07662 0 1 0 0 EVP & General Counsel Common Stock 2014-03-14 4 S 0 8875 7.738 D 41407 D Restricted Stock Unit (Performance Vested) 7000 D Stock Appreciation Right 5.92 Common Stock 23000 23000 D Stock Appreciation Right 4.96 Common Stock 150000 150000 D Stock Appreciation Right 2.46 Common Stock 75000 75000 D Stock Appreciation Right 2.46 Common Stock 17500 17500 D Stock Appreciation Right 3.65 Common Stock 42500 42500 D Stock Appreciation Right 2.74 Common Stock 50000 50000 D Stock Appreciation Right 3.53 Common Stock 40000 40000 D Stock Option (Right to Buy) 4.87 2009-03-31 2015-05-02 Common Stock 50000 50000 D Performance Right (Performance Unit Award) Common Stock 0 D Performance Right (Performance Unit Award) Common Stock 0 D The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person, to cover tax withholding obligations upon vesting. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.65 to $7.84, inclusive. The reporting person undertakes to provide to ORBCOMM Inc. (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 above. Each Performance Vested Restricted Stock Unit ("PV RSU") represents the right to receive one share of common stock. The PV RSU awards vest based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2014. Each Time Vested Stock Appreciation Right ("TV 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 TV SAR to the date of exercise of the TV SAR. The TV SAR awards will vest on January 1, 2015. The TV SAR awards expire on December 12, 2023 and have an exercise price of $5.92 per share, the closing price of the common stock on the grant date. Each 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. 30,000 of the TV SAR awards vested on December 31, 2008 and 60,000 of the TV SAR awards vested on each of December 31, 2009 and December 31, 2010. The TV SAR awards expire on March 31, 2018 and have an exercise price of $4.96 per share, the closing price of the common stock on the grant date. Each TV 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 TV SAR to the date of exercise of the TV SAR. 25,000 of the TV SAR awards vested on each of December 31, 2010, December 31, 2011, and December 31, 2012. The TV SAR awards expire on March 3, 2020 and have an exercise price of $2.46 per share, the closing price of the common stock on the grant date. 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 SAR awards vested based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2010. The PV SARs expire on March 3, 2020 and have an exercise price of $2.46 per share, the closing price of the common stock on the grant date. Each 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. One half of the 50,000 PV SAR awards originally granted vest based on the achievement by the employee and/or the Company of certain performance targets for each of the fiscal years 2011 and 2012. The PV SARs expire on March 2, 2021 and have an exercise price of $3.65 per share, the closing price of the common stock on the grant date. In March 2012, 17,500 PV SARs vested based on achievement of certain 2011 performance targets and 7,500 PV SARs lapsed unvested. (Note: The original Form 4 filing on March 4, 2011 incorrectly reported only the portion of the PV SAR award relating to 2011 performance targets. The number of PV SARs shown on this Form 4 includes the portion of the PV SAR award relating to 2012 performance targets as well.) Each TV 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 TV SAR to the date of exercise of the TV SAR. The TV SAR awards vested on December 31, 2011. The TV SAR awards expire on October 26, 2021 and have an exercise price of $2.74 per share, the closing price of the common stock on the grant date. Each TV 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 TV SAR to the date of exercise of the TV SAR. The TV SAR awards vested on January 1, 2014. The TV SAR awards expire on October 24, 2022 and have an exercise price of $3.53 per share, the closing price of the common stock on the grant date. The options for common stock became fully vested on March 31, 2009 and expire on May 2, 2015. The 2013 Performance Unit Award ("PUA") represents the right to receive up to 45% of the reporting person's 2013 base salary, in cash, common stock or a combination of both, as determined by the Committee. The 2013 PUA is allocated in 3 equal amounts (15% of 2013 base salary) to each of 2013, 2014 and 2015 and will vest and be payable only if the stock price reaches specified price targets as of 12/31 of each year and the reporting person is employed by the Company as of the vesting and payment date. No portion of the 2013 PUA will vest if the threshold stock price is not reached for that year. If the stock price is above the threshold level for that year, the amount of the 2013 PUA that will vest and be payable will increase up to the maximum portion of the 2013 PUA allocated to that year. The market price of the Company's common stock as of 12/31 of each year will be based on average daily closing prices of the common stock for the 20 trading days immediately prior to 12/31. The 2014 PUA represents the right to receive up to 45% of the reporting person's 2014 base salary, in cash, common stock or a combination of both, as determined by the Committee. The 2014 PUA is allocated in 3 equal amounts (15% of 2014 base salary) to each of 2014, 2015 and 2016 and will vest and be payable only if the stock price reaches specified price targets as of December 31 of each year and the reporting person is employed by the Company as of the vesting and payment date. No portion of the 2014 PUA will vest if the threshold stock price is not reached for that year. If the stock price is above the threshold level for that year, the amount of the 2014 PUA that will vest and be payable will increase up to the maximum portion of the 2014 PUA allocated to that year. The market price of the Company's common stock as of December 31 of each year will be based on average daily closing prices of the common stock for the 20 trading days immediately prior to December 31. /s/ Christian Le Brun 2014-03-18