SEC Form 4 · accession 0001140361-17-032875
ORBCOMM Inc. · ORBC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Constantine Milcos
Officer — Sr VP Chief Accounting Officer
Period of report
Aug 17, 2017
Accepted (ET)
Aug 21, 2017 · 6:09 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 17, 2017 | M | 24,000 | $5.14 | A | 39,047 | D | |
| Common StockF2,F1 | Aug 17, 2017 | D | 10,888 | $11.33 | D | 28,159 | D | |
| Common StockF3,F1 | Aug 17, 2017 | S | 13,832 | $11.269 | D | 14,327 | 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 RightF4 | $5.14 | Aug 17, 2017 | M | 24,000 | D | — | — | Common Stock | 24,000 | 0 | D |
| Restricted Stock Unit (Performance Vested)F5 | — | holding | — | — | — | — | — | Common Stock | 2,183 | 2,183 | D |
| Restricted Stock Unit (Time Vested)F6 | — | holding | — | — | — | — | — | Common Stock | 2,184 | 2,184 | D |
| 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 |
Explanation of responses
- F1Includes 1,300 and 1,240 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).
- F2Represents the difference between the nominal number of SARs exercised (24,000) and the actual number of shares issued as a result of the exercise (13,112), 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 ($11.33) and the exercise price ($5.14).
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.25 to $11.33, 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.
- F4Each 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 (September 25, 2013) to the date of exercise of the TV SAR. The TV SAR awards vested on September 25, 2014. 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.
- F5Each 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.
- F6Each 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.
- 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 to the date of exercise of the TV SAR. The TV SAR awards vested on January 1, 2016. The TV SAR awards will 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 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.