SEC Form 4 · accession 0001140361-15-011386
ORBCOMM Inc. · ORBC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Constantine Milcos
Officer — Sr. VP, Chief Acct Officer
Period of report
Mar 9, 2015
Accepted (ET)
Mar 11, 2015 · 5:44 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 9, 2015 | A | 1,920 | — | A | 2,671 | D | |
| Common StockF2 | Mar 9, 2015 | A | 2,888 | — | A | 5,559 | D | |
| Common StockF4 | Mar 9, 2015 | S | 1,152 | $5.751 | A | 4,407 | D | |
| Restricted Stock Unit (Performance Vested)F5 | holding | — | — | — | 3,000 | D | ||
| Restricted Stock Unit (Performance Vested)F6 | holding | — | — | — | 2,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF7 | $6.60 | holding | — | — | — | — | — | Common Stock | 6,100 | 6,100 | D |
| Stock Appreciation RightF8 | $5.92 | holding | — | — | — | — | — | Common Stock | 6,100 | 6,100 | D |
| Stock Appreciation RightF9 | $5.14 | holding | — | — | — | — | — | Common Stock | 24,000 | 24,000 | D |
Explanation of responses
- F1Represents the vesting of Performance Vested Restricted Stock Units ("PV RSUs"), each PV RSU representing the right to receive one share of common stock. On March 9, 2015, 1,920 of the first installment of the previously reported 4,000 PV RSU awards described in FN 6 attributable to performance targets for fiscal year 2014 vested based on the achievement by the employee and/or ORBCOMM Inc. (the "Company") of certain performance targets for fiscal year 2014 and 80 PV RSUs lapsed unvested.
- F2Represents the vesting of PV RSUs, each PV RSU representing the right to receive one share of common stock. On March 9, 2015, 2,888 of the previously reported 3,000 PV RSU awards vested based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2014 and 112 PV RSUs lapsed unvested.
- F3The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person to cover taxes applicable to the vesting of PV RSUs described in FN 1 and FN 2.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.72 to $5.80, 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.
- F5Each PV RSU represents the right to receive one share of common stock. The PV RSU awards will vest based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2015.
- F6Each PV RSUs represents the right to receive one share of common stock. 4,000 PV RSU awards were previously reported as awarded on September 25, 2013 and vest in two equal installments based on the achievement by the employee and/or the Company of certain performance targets for the fiscal years 2014 and 2015. The first installment vested as described in FN 1. The remaining 2000 RSUs shown represent the second installment.
- F7Each Time Vested Stock Appreciation Right ("TV 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 TV SAR to the dare of exercise of the TV SAR. The TV SAR awards will vest on January 1, 2016. The TV SAR awards expire on December 17, 2024 and have an exercise price of $6.60 per share, the closing price of the common stock on the grant date.
- F8Each TV 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 TV SAR to the date of exercise of the TV SAR. The TV SAR awards will vest on January 1, 2015. The TV SAR awards expire on December 12, 2023 and have an exercise price of $5.92 per share, the closing price of the common stock on the grant date.
- F9Each TV 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 TV SAR (September 25, 2013) to the date of exercise of the TV SAR. The TV SAR awards will vest on the first anniversary of their date of grant. The TV SAR awards expire on September 25, 2023 and have an exercise price of $5.14 per share, the closing price of the common stock on the grant date.