SEC Form 4 · accession 0001140361-17-032637
ORBCOMM Inc. · ORBC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert G Costantini
Officer — EVP & Chief Financial Officer
Period of report
Aug 15, 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 StockF1 | Aug 15, 2017 | M | 151,395 | $4.96 | A | 340,590 | D | |
| Common StockF2,F1 | Aug 15, 2017 | D | 66,395 | $11.31 | D | 274,195 | D | |
| Common StockF3,F1 | Aug 15, 2017 | S | 85,000 | $11.254 | D | 189,195 | D | |
| Common StockF1 | Aug 16, 2017 | M | 98,605 | $4.96 | A | 287,800 | D | |
| Common StockF4,F1 | Aug 16, 2017 | D | 43,436 | $11.26 | D | 244,364 | D | |
| Common StockF5,F1 | Aug 16, 2017 | S | 55,169 | $11.278 | D | 189,195 | 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 RightF6 | $4.96 | Aug 15, 2017 | M | 151,395 | D | — | — | Common Stock | 151,395 | 98,605 | D |
| Stock Appreciation RightF6 | $4.96 | Aug 16, 2017 | M | 98,605 | D | — | — | Common Stock | 98,605 | 0 | D |
| Stock Appreciation RightF7 | $8.58 | holding | — | — | — | — | — | Common Stock | 30,000 | 30,000 | D |
| Stock Appreciation RightF8 | $6.60 | holding | — | — | — | — | — | Common Stock | 27,000 | 27,000 | D |
| Stock Appreciation RightF9 | $5.92 | holding | — | — | — | — | — | Common Stock | 27,000 | 27,000 | D |
| Stock Appreciation RightF10 | $2.46 | holding | — | — | — | — | — | Common Stock | 75,000 | 75,000 | D |
| Stock Appreciation RightF11 | $2.46 | holding | — | — | — | — | — | Common Stock | 18,688 | 18,688 | D |
| Stock Appreciation RightF12 | $3.65 | holding | — | — | — | — | — | Common Stock | 18,125 | 18,125 | D |
| Stock Appreciation RightF13 | $3.42 | holding | — | — | — | — | — | Common Stock | 16,875 | 16,875 | D |
| Stock Appreciation RightF14 | $2.74 | holding | — | — | — | — | — | Common Stock | 50,000 | 50,000 | D |
| Stock Appreciation RightF15 | $3.53 | holding | — | — | — | — | — | Common Stock | 50,000 | 50,000 | D |
| Restricted Stock Unit (Performance Vested)F16 | $0.00 | holding | — | — | — | — | — | Common Stock | 8,188 | 8,188 | D |
| Restricted Stock Unit (Time Vested)F17 | $0.00 | holding | — | — | — | — | — | Common Stock | 8,188 | 8,188 | D |
| Performance Right (Performance Unit Award)F18 | — | holding | — | — | — | — | — | Common Stock | — | 0 | D |
| Performance Right (Performance Unit Award)F19 | — | holding | — | — | — | — | — | Common Stock | — | 0 | D |
| Performance Right (Performance Unit Award)F20 | — | holding | — | — | — | — | — | Common Stock | — | 0 | D |
Explanation of responses
- F1Includes 2,000 and 2,000 shares of common stock acquired on November 30, 2016 and May 31, 2017, respectively, under the ORBCOMM Inc. (the "Company") 2016 Employee Stock Purchase Plan in transactions that were exempt under Rule 16b-3(c).
- F10Each 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 (March 3, 2010) to the date of exercise of the TV SAR. 25,000 of the TV SAR awards vested on each of December 31, 2010, December 31, 2011, and December 31, 2012. The TV SAR awards expire on March 3, 2020 and have an exercise price of $2.46 per share, the closing price of the common stock on the grant date.
- F11Each 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 (March 3, 2010) to the date of exercise of the PV SAR. The PV SAR awards vested based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2010. The PV SARs expire on March 3, 2020 and have an exercise price of $2.46 per share, the closing price of the common stock on the grant date.
- F12Each 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 (March 2, 2011) to the date of exercise of the PV SAR. The 25,000 PV SAR awards originally granted vested based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2011. The PV SARs expire on March 2, 2021 and have an exercise price of $3.65 per share, the closing price of the common stock on the grant date.
- F13Each 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 (March 7, 2012) to the date of exercise of the PV SAR. The 25,000 PV SAR awards originally granted vested based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2012. In March 2013, 16,875 PV SARs vested based on achievement of certain 2012 performance targets and 8,125 PV SARs lapsed unvested. The PV SARs expire on March 7, 2022 and have an exercise price of $3.42 per share, the closing price of the common stock on the grant date. The 25,000 PV SARs originally granted were inadvertently previously reported as part of the March 2011 PV SAR awards described in footnote 12.
- F14Each 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 (October 26, 2011) to the date of exercise of the TV SAR. The TV SAR awards vested on December 31, 2011. The TV SAR awards expire on October 26, 2021 and have an exercise price of $2.74 per share, the closing price of the common stock on the grant date.
- F15Each 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 (October 24, 2012) to the date of exercise of the TV SAR. The TV SAR awards vested on January 1, 2014. The TV SAR awards expire on October 24, 2022 and have an exercise price of $3.53 per share, the closing price of the common stock on the grant date.
- F16Each 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 2017.
- F17Each Time Vested Restricted Stock Unit represents the right to receive one share of common stock or its cash equivalent on the vesting date, January 1, 2018.
- F18The 2015 Performance Unit Award ("PUA") represents the right to receive up to 45% of the reporting person's 2015 base salary, in cash, common stock, or a combination of both, as determined by the Committee. The 2015 PUA was allocated in 3 equal amounts (15% of 2015 base salary) to each of 2015, 2016, and 2017 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 2015 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 2015 PUA that vests and is payable will increase up to the maximum portion of the 2015 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.
- F19The 2016 PUA represents the right to receive up to 45% of the reporting person's 2016 base salary, in cash, common stock, or a combination of both, as determined by the Committee. The 2016 PUA was allocated in 3 equal amounts (15% of 2016 base salary) to each of 2016, 2017, and 2018 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 2016 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 2016 PUA that vests and is payable will increase up to the maximum portion of the 2016 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.
- F2Represents the difference between the nominal number of SARs exercised (151,395) and the actual number of shares issued as a result of the exercise (85,000), which are deemed sold back to 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 ($11.31) and the exercise price ($4.96).
- F20The 2017 PUA represents the right to receive up to 45% of the reporting person's 2017 base salary, in cash, common stock or a combination of both, as determined by the Committee. The 2017 PUA is allocated in 3 equal amounts (15% of 2017 base salary) to each of 2017, 2018 and 2019 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 2017 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 2017 PUA that vests and is payable will increase up to the maximum portion of the 2017 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.20 to $11.31, 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.
- F4Represents the difference between the nominal number of SARs exercised (98,605) and the actual number of shares issued as a result of the exercise (55,169), which are deemed sold back to 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 ($11.26) and the exercise price ($4.96).
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.22 to $11.37, 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.
- F6Each 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 (March 31, 2008) to the date of exercise of the TV SAR. Of the original grant of 250,000 TV SAR awards, 50,000 of the TV SAR awards vested on December 31, 2008 and 100,000 of the TV SAR awards vested 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.
- F7Each 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-third of the 30,000 TV SAR awards will vest on each of January 1, 2018, January 1, 2019, and January 1, 2020. 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.
- 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 (December 17, 2014) to the date of exercise of the TV SAR. The TV SAR awards vested 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.
- 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 (December 12, 2013) to the date of exercise of the TV SAR. The TV SAR awards vested 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.