SEC Form 4 · accession 0001140361-17-032636
ORBCOMM Inc. · ORBC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jerome B Eisenberg
Director
Period of report
Aug 17, 2017
Accepted (ET)
Aug 17, 2017 · 7:00 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 Stock | Aug 17, 2017 | M | 100,000 | $4.96 | A | 1,056,141 | D | |
| Common StockF1 | Aug 17, 2017 | D | 43,778 | $11.33 | D | 1,012,363 | D | |
| Common StockF2 | Aug 17, 2017 | S | 24,000 | $11.042 | D | 988,363 | 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 RightF3 | $4.96 | Aug 17, 2017 | M | 100,000 | D | — | — | Common Stock | 100,000 | 0 | D |
| Restricted Stock Unit (Time Vested)F4 | — | holding | — | — | — | — | — | Common Stock | 9,324 | 9,324 | D |
| Stock Appreciation RightF5 | $8.58 | holding | — | — | — | — | — | Common Stock | 30,000 | 30,000 | D |
Explanation of responses
- F1Represents the difference between the nominal number of SARs exercised (100,000) and the actual number of shares issued as a result of the exercise (56,222), which are deemed sold back to ORBCOMM Inc. (the "Company"), with an aggregate value, based on the fair market value of the common stock as of the date of exercise, equal to the aggregate exercise price of the SARs being exercised. The number of shares actually issued upon the SAR exercise is determined by multiplying the nominal number of SARs being exercised by the difference between the fair market value of the common stock as of the date of exercise ($11.33) and the exercise price ($4.96).
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.00 to $11.11, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F3Each 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 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.
- F4Each Time Vested Restricted Stock Unit ("TV RSU") represents the right to receive one share of common stock or its cash equivalent. The number of TV RSUs was determined by dividing $80,000 by the closing price of the Company common stock on January 3, 2017 of $8.58 per share. The TV RSUs vest on January 1, 2018.
- F5Each 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 (January 3, 2017) to the date of exercise of the TV SAR. One-half of the 30,000 TV SAR awards will vest on each of January 1, 2018 and March 31, 2018. The TV SAR awards expire on January 3, 2027 and have an exercise price of $8.58 per share, the closing price of the common stock on the grant date.