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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Appreciation Right | $ 11 | (3) | (3) | Common Stock | 94,511 | 94,511 | D | ||||||||
| Stock Appreciation Right | $ 4.96 | 03/31/2008 | A | 425,000 | (4) | (4) | Common Stock | 425,000 | $ 0 | 425,000 | D | ||||
| Stock Option (Right to Buy) | $ 2.325 | 03/31/2005(5) | 02/17/2014(5) | Common Stock | 146,667 | 146,667 | D | ||||||||
| Stock Option (Right to Buy) | $ 2.775 | 03/31/2005(6) | 02/17/2014(6) | Common Stock | 33,334 | 33,334 | D | ||||||||
| Stock Option (Right to Buy) | $ 3.375 | 12/31/2005(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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Eisenberg Marc C/O ORBCOMM INC. 2115 LINWOOD AVENUE, SUITE 100 FORT LEE, NJ 07024 |
X | Chief Executive Officer | ||
| /s/ Brad Franco, by power of attorney | 04/01/2008 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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, 2008 and are reflected in the amount of common stock listed in Table I and an additional 37,333 TV RSUs will vest on December 31, 2008. An additional 8,000 TV RSUs vested on January 1, 2008 and are reflected in the amount of common stock listed in Table I. |
| (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. 13,067 PV RSUs vested in March 2008 and are reflected in the amount of common stock listed in Table I and 24,266 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 130,000 PV SAR awards originally granted 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 on October 5, 2016 and have an exercise price equal to the initial public offering price of $11.00 per share. In April 2007, 36,011 PV SARs vested based on achievement of certain 2006 performance targets and 7,322 PV SARs lapsed unvested. In March 2008, 15,167 PV SARs vested based on achievement of certain 2007 performance targets and 28,167 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. 125,000 of the TV SAR awards will vest on December 31, 2008 and 150,000 of the TV SAR awards will vest 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. |
| (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 March 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, 2005. 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. |