SEC Form 4 · accession 0001140361-19-000314
ORBCOMM Inc. · ORBC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael W. Ford
Officer — EVP & Chief Financial Officer
Period of report
Dec 31, 2018
Accepted (ET)
Jan 3, 2019 · 7:31 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 | Dec 31, 2018 | M | 704 | $8.26 | A | 704 | D | |
| Common StockF2 | Jan 1, 2019 | M | 4,651 | — | A | 5,355 | 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 | — | Dec 31, 2018 | M | 704 | D | — | — | Common Stock | 704 | 0 | D |
| Restricted Stock Unit (Time Vested)F2 | $0.00 | Jan 1, 2019 | M | 4,651 | D | — | — | Common Stock | 4,651 | 0 | D |
| Restricted Stock Unit (Performance Vested)F3 | $0.00 | holding | — | — | — | — | — | Common Stock | 4,651 | 4,651 | D |
| Restricted Stock Unit (Performance Vested)F4 | $0.00 | holding | — | — | — | — | — | Common Stock | 16,575 | 16,575 | D |
| Restricted Stock Unit (Time Vested)F5 | $0.00 | holding | — | — | — | — | — | Common Stock | 16,574 | 16,574 | D |
| Performance Right (Performance Unit Award)F6,F7 | — | holding | — | — | — | — | — | Common Stock | — | 0 | D |
| Performance Right (Performance Unit Award)F8 | — | holding | — | — | — | — | — | Common Stock | — | 0 | D |
Explanation of responses
- F1Shares issued upon the vesting and deemed exercise of the first portion of the 2018 Performance Unit Award ("PUA") relating to fiscal year 2018 based on the stock of ORBCOMM Inc. (the "Company") exceeding the stock price level required to earn a portion of the 2018 PUA allocated to fiscal year 2018 (2% of the reporting person's 2018 base salary) as determined by the Compensation Committee (the "Committee"). With respect to fiscal year 2018, 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 31, 2018 of $8.26 per share (see footnotes 6 and 7 below for additional information on vesting terms of the 2018 PUA).
- F2Each 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, 2019.
- F3Each 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 2018.
- F4Each 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 2019.
- F5Each TV RSU represents the right to receive one share of common stock or its cash equivalent on the vesting date, January 1, 2020.
- F6The 2018 PUA represents the right to receive up to 35% 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 the following amounts: 5% of 2018 base salary for 2018, 15% of 2018 base salary for 2019 and 15% of 2018 base salary for 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 vests 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.
- F7The 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.
- F8The 2019 PUA represents the right to receive up to 45% of the reporting person's 2019 base salary, in cash, common stock or a combination of both, as determined by the Committee. The 2019 PUA was allocated in 3 equal amounts (15% of 2019 base salary) to each of 2019, 2020 and 2021 and will vest and be 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 2019 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 2019 PUA that will vest and be payable will increase up to the maximum portion of the 2019 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.