SEC Form 4 · accession 0001140361-19-000603
ORBCOMM Inc. · ORBC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Craig Malone
Officer — EVP of Product Development
Period of report
Jan 4, 2019
Accepted (ET)
Jan 8, 2019 · 5:09 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,F3 | Jan 4, 2019 | S | 8,575 | $8.5169 | D | 48,991 | 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 | $6.60 | holding | — | — | — | — | — | Common Stock | 18,000 | 18,000 | D |
| Stock Appreciation RightF5 | $5.92 | holding | — | — | — | — | — | Common Stock | 18,000 | 18,000 | D |
| Stock Appreciation RightF6 | $2.73 | holding | — | — | — | — | — | Common Stock | 12,000 | 12,000 | D |
| Stock Appreciation RightF7 | $3.51 | holding | — | — | — | — | — | Common Stock | 5,000 | 5,000 | D |
| Stock Appreciation RightF8 | $3.53 | holding | — | — | — | — | — | Common Stock | 10,000 | 10,000 | D |
| Stock Appreciation RightF9 | $3.15 | holding | — | — | — | — | — | Common Stock | 5,000 | 5,000 | D |
| Stock Appreciation RightF10 | $4.20 | holding | — | — | — | — | — | Common Stock | 6,000 | 6,000 | D |
| Restricted Stock Unit (Performance Vested)F11 | $0.00 | holding | — | — | — | — | — | Common Stock | 5,010 | 5,010 | D |
| Restricted Stock Unit (Performance Vested)F12 | $0.00 | holding | — | — | — | — | — | Common Stock | 5,000 | 5,000 | D |
| Restricted Stock Unit (Performance Vested)F13 | $0.00 | holding | — | — | — | — | — | Common Stock | 11,050 | 11,050 | D |
| Restricted Stock Unit (Time Vested)F14 | $0.00 | holding | — | — | — | — | — | Common Stock | 11,049 | 11,049 | D |
| Performance Right (Performance Unit Award)F15 | — | holding | — | — | — | — | — | Common Stock | — | 0 | D |
| Performance Right (Performance Unit Award)F16 | — | holding | — | — | — | — | — | Common Stock | — | 0 | D |
| Performance Right (Performance Unit Award)F17 | — | holding | — | — | — | — | — | Common Stock | — | 0 | D |
Explanation of responses
- F1The reporting person sold shares of common stock in the open market to cover income tax obligations associated with the vesting of Performance Unit Awards ("PUAs") and Time Vested Restricted Stock Units ("TV RSUs"), as disclosed on the reporting person's Form 4 filed on January 3, 2019.
- F10Each 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 (June 10, 2013) to the date of exercise of the PV SAR. All of the PV SAR awards vested based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2013. The PV SARs expire on June 10, 2023 and have an exercise price of $4.20 per share, the closing price of the common stock on the grant date.
- F11Each 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.
- F12Each 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 Company of a certain performance target for fiscal year 2018.
- F13Each 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.
- F14Each TV RSU represents the right to receive one share of common stock or its cash equivalent on the vesting date, January 1, 2020.
- F15The 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 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 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 is based on average daily closing prices of the common stock for the 20 trading days immediately prior to 12/31.
- F16The 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 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. 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.
- F17The 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.
- F2These sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person to cover tax withholding obligations.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.47 to $8.58, inclusive. The reporting person undertakes to provide to ORBCOMM Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and 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 (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.
- 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 (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.
- F6Each 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 11, 2011) to the date of exercise of the TV SAR. 6,000 of the TV SAR awards vested on each of October 11, 2012 and October 11, 2013. The TV SAR awards expire on October 11, 2021 and have an exercise price of $2.73 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 (February 9, 2012) to the date of exercise of the TV SAR. The TV SAR awards vested on January 2, 2013. The TV SAR awards expire on February 9, 2022 and have an exercise price of $3.51 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 (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.
- F9Each 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 (May 15, 2012) to the date of exercise of the PV SAR. In March 2013, 5,000 PV SARs of the 6,000 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 1,000 PV SARs lapsed unvested. The PV SARs expire on May 15, 2022 and have an exercise price of $3.15 per share, the closing price of the common stock on the grant date.