SEC Form 4 · accession 0001140361-18-000638
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
Dec 31, 2017
Accepted (ET)
Jan 3, 2018 · 9:21 pm 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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 31, 2017 | M | 4,568 | — | A | 193,763 | D | |
| Common StockF3 | Dec 31, 2017 | M | 4,568 | — | A | 198,331 | D | |
| Common StockF4 | Dec 31, 2017 | M | 4,715 | — | A | 203,046 | D | |
| Common StockF5 | Jan 1, 2018 | M | 8,188 | — | A | 211,234 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Right (Performance Unit Award)F1,F2 | — | Dec 31, 2017 | M | 4,568 | D | — | — | Common Stock | — | 0 | D |
| Performance Right (Performance Unit Award)F3 | — | Dec 31, 2017 | M | 4,568 | D | — | — | Common Stock | — | 0 | D |
| Performance Right (Performance Unit Award)F4 | — | Dec 31, 2017 | M | 4,715 | D | — | — | Common Stock | — | 0 | D |
| Restricted Stock Unit (Time Vested)F5 | $0.00 | Jan 1, 2018 | M | 8,188 | D | — | — | Common Stock | 8,188 | 0 | D |
| Stock Appreciation RightF6 | $8.58 | holding | — | — | — | — | — | Common Stock | 30,000 | 30,000 | D |
| Stock Appreciation RightF7 | $6.60 | holding | — | — | — | — | — | Common Stock | 27,000 | 27,000 | D |
| Stock Appreciation RightF8 | $5.92 | holding | — | — | — | — | — | Common Stock | 27,000 | 27,000 | D |
| Stock Appreciation RightF9 | $2.46 | holding | — | — | — | — | — | Common Stock | 75,000 | 75,000 | D |
| Stock Appreciation RightF10 | $2.46 | holding | — | — | — | — | — | Common Stock | 18,688 | 18,688 | D |
| Stock Appreciation RightF11 | $3.65 | holding | — | — | — | — | — | Common Stock | 18,125 | 18,125 | D |
| Stock Appreciation RightF12 | $3.42 | holding | — | — | — | — | — | Common Stock | 16,875 | 16,875 | D |
| Stock Appreciation RightF13 | $2.74 | holding | — | — | — | — | — | Common Stock | 50,000 | 50,000 | D |
| Stock Appreciation RightF14 | $3.53 | holding | — | — | — | — | — | Common Stock | 50,000 | 50,000 | D |
| Restricted Stock Unit (Performance Vested)F15 | $0.00 | holding | — | — | — | — | — | Common Stock | 8,188 | 8,188 | D |
| Restricted Stock Unit (Performance Vested)F16 | $0.00 | holding | — | — | — | — | — | Common Stock | 7,530 | 7,530 | D |
| Restricted Stock Unit (Time Vested)F17 | $0.00 | holding | — | — | — | — | — | Common Stock | 7,530 | 7,530 | 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
- F1Shares issued upon the vesting of the last portion of the 2015 Performance Unit Award ("PUA") relating to fiscal year 2017 based on the stock price of ORBCOMM Inc. (the "Company") exceeding the stock price level required to earn the maximum portion of the 2015 PUA allocated to fiscal year 2017 (15% of the reporting person's 2015 base salary) as determined by the Compensation Committee (the "Committee"). With respect to fiscal year 2017, the Committee determined that the payout would be made in shares of common stock based on the closing price of the Company's common stock on December 29, 2017 of $10.18 per share.
- F10Each 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. In March 2011, 18,688 PV SARs of 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 2010 and 6,312 PV SARs lapsed unvested. 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.
- F11Each 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. In March 2012, 18,125 PV SARs of 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 and 6,875 PV SARs lapsed unvested. 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.
- 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 7, 2012) to the date of exercise of the PV SAR. In March 2013, 16,875 PV SARs of 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 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.
- F13Each 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.
- 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 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.
- F15Each 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.
- F16Each 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 2018.
- F17Each TV RSU represents the right to receive one share of common stock or its cash equivalent on the vesting date, January 1, 2019.
- F18The 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.
- F19The 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 was 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.
- F2The 2015 PUA represented 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 would be vested and paid only if the stock price reached specified price targets as of 12/31 of each year and the reporting person was employed by the Company as of the vesting and payment dates. No portion of the 2015 PUA vested 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 would be vested and paid would 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 was based on average daily closing prices of the common stock for the 20 trading days immediately prior to 12/31.
- F20The 2018 PUA represents the right to receive up to 45% of the reporting person's 2018 base salary, in cash, common stock or a combination of both, as determined by the Committee. The 2018 PUA was allocated in 3 equal amounts (15% of 2018 base salary) to each of 2018, 2019 and 2020 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 2018 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 2018 PUA that vests and is payable will increase up to the maximum portion of the 2018 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.
- F3Shares issued upon the vesting of the second portion of the 2016 PUA relating to fiscal year 2017 based on the stock price of the Company exceeding the stock price level required to earn the maximum portion of the 2016 PUA allocated to fiscal year 2017 (15% of the reporting person's 2016 base salary) as determined by the Committee. With respect to fiscal year 2017, the Committee determined that the payout would be made in shares of common stock based on the closing price of the Company's common stock on December 29, 2017 of $10.18 per share (see footnote 18 below for additional information on vesting terms of the 2016 PUA).
- F4Shares issued upon the vesting of the first portion of the 2017 PUA relating to fiscal year 2017 based on the stock price of the Company exceeding the stock price level required to earn the maximum portion of the 2017 PUA allocated to fiscal year 2017 (15% of the reporting person's 2017 base salary) as determined by the Committee. With respect to fiscal year 2017, the Committee determined that the payout would be made in shares of common stock based on the closing price of the Company's common stock on December 29, 2017 of $10.18 per share (see footnote 19 below for additional information on vesting terms of the 2017 PUA).
- F5Each Time Vested Restricted Stock Unit ("TV RSU") represented the right to receive one share of common stock or its cash equivalent, all of which vested on January 1, 2018.
- 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 (January 3, 2017) to the date of exercise of the TV SAR. One-third of the 30,000 TV SAR awards vested on January 1, 2018 and the rest will vest equally on 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.
- 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 (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.
- 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 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.
- 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 (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.