SEC FORM 4/A

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 Marc

(Last)

(First)

(Middle)

2115 LINWOOD AVENUE, 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)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/31/2007

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)
Restricted Stock Unit (Time Vested)⁽¹⁾⁽²⁾								82,666	D
Restricted Stock Unit (Performance Vested)⁽³⁾								74,667	D
Common Stock	05/02/2007		M		7,868	A	$2.325	21,191	D
Common Stock	05/02/2007		F		1,450	D	$12.64	19,741	D
Common Stock	05/30/2007		M		20,000	A	$2.325	39,741	D
Common Stock⁽⁴⁾	05/30/2007		F		3,286⁽⁴⁾	D	$14.185	36,455⁽⁴⁾	D
Common Stock	05/29/2007		S		20,401	D	$11.5	16,054⁽⁴⁾	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)
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 Appreciation Right	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	130,000		130,000	D
Stock Option (Right to Buy)	$2.325	05/30/2007		M			20,000	⁽⁶⁾	⁽⁶⁾	Common Stock	166,667	$0	146,667	D
Stock Option (Right to Buy)	$2.775							⁽⁷⁾	⁽⁷⁾	Common Stock	33,334		33,334	D
Stock Option (Right to Buy)	$3.375							⁽⁸⁾	⁽⁸⁾	Common Stock	33,334		33,334	D
Stock Option (Right to Buy)	$4.26							⁽⁹⁾	⁽⁹⁾	Common Stock	33,334		33,334	D
Stock Option (Right to Buy)	$2.325							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	33,334		33,334	D
Common Stock Warrant	$2.325	05/02/2007		M			5,245	02/17/2004	11/15/2007	Common Stock	5,245	$0	0	D
Common Stock Warrant	$2.325	05/02/2007		M			2,623	02/17/2004	05/17/2008	Common Stock	2,623	$0	0	D

Explanation of Responses:

1. Each Time Vested Restricted Stock Unit ("TV RSU") represents the right to receive one share of common stock. 37,333 TV RSUs vested on January 1, 2007 and are reflected in the amount of common stock listed in Table I and an additional 37,333 TV RSUs will vest on each of January 1, 2008 and December 31, 2008.

2. An additional 8,000 TV RSUs will vest on January 1, 2008.

3. 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 2007 and 2008. 31,025 PV RSUs vested in April 2007 and are reflected in the amount of common stock listed in Table I.

4. This amendment is being filed to correct the number of shares of common stock withheld to pay the exercise price of stock options exercised on May 30, 2007, which was previously overstated.

5. 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. One-third of the PV SAR awards vested or 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. The PV SARs expire in October, 2016 and have an exercise price equal to the initial public offering price of $11.00 per share.

6. 166,667 Options were issued on February 17, 2004. 68.75% were vested as of such date. The remaining 31.25% vest at a rate of 6.25% of the Option per quarter beginning March 31, 2004. The Options expire on February 17, 2014.

7. 33,334 Options were issued on February 17, 2004. 68.75% were vested as of such date. The remaining 31.25% vest at a rate of 6.25% of the Option per quarter beginning March 31, 2004. The Options expire on February 17, 2014.

8. 33,334 Options were issued on February 17, 2004. 50% were vested as of such date. The remaining 50% vest at a rate of 6.25% of the Option per quarter beginning March 31, 2004. The Options expire on February 17, 2014.

9. 33,334 Options were issued on February 17, 2004. 25% were vested as of such date. The remaining 75% vest at a rate of 6.25% of the Option per quarter beginning March 31, 2004. The Options expire on February 17, 2014.

10. 33,334 Options were issued on February 17, 2004 and vest at a rate of 6.25% of the Option per quarter beginning March 31, 2004. The Options expire on February 17, 2014.

	/s/ Brad Franco, by power of attorney	07/17/2007
	** 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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