0001140361-19-000598.txt : 20190108 0001140361-19-000598.hdr.sgml : 20190108 20190108170515 ACCESSION NUMBER: 0001140361-19-000598 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190104 FILED AS OF DATE: 20190108 DATE AS OF CHANGE: 20190108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ford Michael W. CENTRAL INDEX KEY: 0001751497 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33118 FILM NUMBER: 19516616 MAIL ADDRESS: STREET 1: C/O ORBCOMM INC. STREET 2: 395 W. PASSAIC STREET CITY: ROCHELLE PARK STATE: NJ ZIP: 07662 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 4 1 form4.xml FORM 4 X0306 4 2019-01-04 0001361983 ORBCOMM Inc. ORBC 0001751497 Ford Michael W. C/O ORBCOMM INC. 395 W. PASSAIC STREET, SUITE 325 ROCHELLE PARK NJ 07662 true EVP & Chief Financial Officer Common Stock 2019-01-04 4 S 0 1606 8.5199 D 3749 D Restricted Stock Unit (Performance Vested) 0 Common Stock 4651 4651 D Restricted Stock Unit (Performance Vested) 0 Common Stock 16575 16575 D Restricted Stock Unit (Time Vested) 0 Common Stock 16574 16574 D Performance Right (Performance Unit Award) Common Stock 0 D Performance Right (Performance Unit Award) Common Stock 0 D The reporting person sold shares of common stock in the open market to cover income tax obligations associated with the vesting of Performance Unit Awards ("PUAs") and Time Vested Restricted Stock Units ("TV RSUs"), as disclosed on the reporting person's Form 4 filed on January 3, 2019. These 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.47 to $8.60, 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 or its cash equivalent. The PV RSU will vest based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2018. Each PV RSU represents the right to receive one share of common stock or its cash equivalent. The PV RSU will vest based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2019. Each TV RSU represents the right to receive one share of common stock or its cash equivalent on the vesting date, January 1, 2020. The 2018 PUA represents the right to receive up to 35% of the reporting person's 2018 base salary, in cash, common stock, or a combination of both, as determined by the Committee. The 2018 PUA was allocated in the following amounts: 5% of 2018 base salary for 2018, 15% of 2018 base salary for 2019 and 15% of 2018 base salary for 2020, and vests and is 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 dates. No portion of the 2018 PUA vests 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 2018 PUA that vests and is payable will increase up to the maximum portion of the 2018 PUA allocated to that year. The market price of the Company's common stock as of 12/31 of each year is based on average daily closing prices of the common stock for the 20 trading days immediately prior to 12/31. The 2019 PUA represents the right to receive up to 45% of the reporting person's 2019 base salary, in cash, common stock or a combination of both, as determined by the Committee. The 2019 PUA was allocated in 3 equal amounts (15% of 2019 base salary) to each of 2019, 2020 and 2021 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 dates. No portion of the 2019 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 2019 PUA that will vest and be payable will increase up to the maximum portion of the 2019 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. /s/ Christian Le Brun, by power of attorney 2019-01-08