SEC Form 4 · accession 0001140361-19-000604
ORBCOMM Inc. · ORBC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Constantine Milcos
Officer — Sr. VP& CAO
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 | 4,201 | $8.5146 | D | 25,116 | 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 | 6,100 | 6,100 | D |
| Stock Appreciation RightF5 | $5.92 | holding | — | — | — | — | — | Common Stock | 6,100 | 6,100 | D |
| Restricted Stock Unit (Performance Vested)F6 | $0.00 | holding | — | — | — | — | — | Common Stock | 2,004 | 2,004 | D |
| Restricted Stock Unit (Performance Vested)F7 | $0.00 | holding | — | — | — | — | — | Common Stock | 5,000 | 5,000 | D |
| Restricted Stock Unit (Performance Vested)F8 | $0.00 | holding | — | — | — | — | — | Common Stock | 5,000 | 5,000 | D |
| Restricted Stock Unit (Performance Vested)F9 | $0.00 | holding | — | — | — | — | — | Common Stock | 2,762 | 2,762 | D |
| Restricted Stock Unit (Time Vested)F10 | $0.00 | holding | — | — | — | — | — | Common Stock | 2,763 | 2,763 | 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 Time Vested Restricted Stock Units ("TV RSUs"), as disclosed on the reporting person's Form 4 filed on January 3, 2019.
- F10Each TV RSU represents the right to receive one share of common stock or its cash equivalent on the vesting date, January 1, 2020.
- 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 $8.46 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 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.
- F7Each 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.
- F8Each 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.
- F9Each 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.