SEC Form 4 · accession 0001140361-15-000655
ORBCOMM Inc. · ORBC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jerome B Eisenberg
Director
Period of report
Jan 2, 2015
Accepted (ET)
Jan 6, 2015 · 10:58 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001361983
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit (Time Vested)F1 | Jan 2, 2015 | A | 12,214 | — | A | 12,214 | D | |
| Common StockF3,F4 | Jan 5, 2015 | S | 4,026 | $6.508 | D | 1,021,577 | D | |
| Common Stock | holding | — | — | — | 15,759 | I | by Cynthia Eisenberg |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF5 | $11.00 | holding | — | — | — | — | — | Common Stock | 95,187 | 95,187 | D |
| Stock Appreciation RightF6 | $4.96 | holding | — | — | — | — | — | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1Each time vested Restricted Stock Unit ("RSU") represents the right to receive one share of common stock. The number of RSUs was determined by dividing $80,000 by the closing price of ORBCOMM Inc. common stock on January 2, 2015 of $6.55 per share. The RSUs vest on January 1, 2016.
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person, to cover withholding tax obligations.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.37 to $6.67, inclusive. The reporting person undertakes to provide to 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.
- F4Includes 8,051 shares underlying time vested RSUs that vested on January 1, 2015.
- F5Each 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 SARs are fully vested, expire in October 2016 and have an exercise price equal to the initial public offering price of $11.00 per share.
- F6Each 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. The TV SARs are fully vested, 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.