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^*

Eisenberg Jerome B

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2008

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)
Restricted Stock Unit (Time Vested)⁽¹⁾								49,778	D
Restricted Stock Unit (Performance Vested)⁽²⁾								49,779	D
Common Stock								15,759	I	by Cynthia Eisenberg
Common Stock	05/14/2008		M		5,581	A	$2.325	828,809	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)
Common Stock Warrant	$2.325	05/14/2008		M			5,581	02/17/2004	05/17/2008	Common Stock	5,581	$0	0	D
Common Stock Warrant	$2.325							02/17/2004	10/03/2008	Common Stock	15,736		15,736	D
Common Stock Warrant	$2.325							02/17/2004	11/17/2008	Common Stock	248		248	D
Stock Appreciation Right	$11							⁽³⁾	⁽³⁾	Common Stock	108,500⁽³⁾		108,500	D
Stock Appreciation Right	$4.96							⁽⁴⁾	⁽⁴⁾	Common Stock	100,000		100,000	D
Stock Option (Right to Buy)	$2.325							03/31/2005⁽⁵⁾	02/17/2014⁽⁵⁾	Common Stock	166,667		166,667	D
Stock Option (Right to Buy)	$2.775							12/31/2005⁽⁶⁾	02/17/2014⁽⁶⁾	Common Stock	33,334		33,334	D
Stock Option (Right to Buy)	$3.375							12/31/2006⁽⁷⁾	02/17/2014⁽⁷⁾	Common Stock	33,334		33,334	D
Stock Option (Right to Buy)	$4.26							12/31/2006⁽⁸⁾	02/17/2014⁽⁸⁾	Common Stock	33,334		33,334	D
Stock Option (Right to Buy)	$2.325							12/31/2007⁽⁹⁾	02/17/2014⁽⁹⁾	Common Stock	33,334		33,334	D

Explanation of Responses:

1. Each Time Vested Restricted Stock Unit ("TV RSU") represents the right to receive one share of common stock. 49,778 TV RSUs will vest on January 1, 2009.

2. 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 2008. 14,933 PV RSUs vested in March 2008 and 34,844 PV RSUs lapsed unvested in March 2008.

3. 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. In April 2007, 43,500 PV SARs vested based on achievement of certain 2006 performance targets and 6,500 PV SARs lapsed unvested. In March 2008, 15,000 PV SARs vested based on achievement of certain 2007 performance targets and 35,000 PV SARs lapsed unvested.

4. 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. 50,000 of the TV SAR awards will vest on December 31, 2008 and 25,000 of the TV SAR awards will vest on each of December 31, 2009 and December 31, 2010. The TV SAR awards 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.

5. 166,667 Options were issued on February 17, 2004 and became fully vested on March 31, 2005. The Options expire on February 17, 2014.

6. 33,334 Options were issued on February 17, 2004 and became fully vested on December 31, 2005. The Options expire on February 17, 2014.

7. 33,334 Options were issued on February 17, 2004 and became fully vested on December 31, 2006. The Options expire on February 17, 2014.

8. 33,334 Options were issued on February 17, 2004 and became fully vested on December 31, 2006. The Options expire on February 17, 2014.

9. 33,334 Options were issued on February 17, 2004 and became fully vested on December 31, 2007. The Options expire on February 17, 2014.

	/s/ Brad Franco, by power of attorney	05/14/2008
	** 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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