| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ORBCOMM Inc. [ ORBC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/01/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/01/2021 | D | 117,948 | D | (1) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Appreciation Right | $6.6 | 09/01/2021 | D | 23,000 | (2) | (2) | Common Stock | 23,000(2) | $4.9 | 0 | D | ||||
| Stock Appreciation Right | $5.92 | 09/01/2021 | D | 23,000 | (2) | (2) | Common Stock | 23,000(2) | $5.58 | 0 | D | ||||
| Stock Appreciation Right | $3.42 | 09/01/2021 | D | 16,406 | (2) | (2) | Common Stock | 16,406(2) | $8.08 | 0 | D | ||||
| Stock Appreciation Right | $2.74 | 09/01/2021 | D | 50,000 | (2) | (2) | Common Stock | 50,000(2) | $8.76 | 0 | D | ||||
| Stock Appreciation Right | $3.53 | 09/01/2021 | D | 40,000 | (2) | (2) | Common Stock | 40,000(2) | $7.97 | 0 | D | ||||
| Restricted Stock Unit (Time Vested) | $0.00 | 09/01/2021 | D | 16,207 | (3) | (3) | Common Stock | 16,207 | (3) | 0 | D | ||||
| Restricted Stock Unit (Performance Vested) | $0.00 | 09/01/2021 | D | 16,207 | (4) | (4) | Common Stock | 16,207 | (4) | 0 | D | ||||
| Performance Right (Performance Unit Award) | $0.00 | 09/01/2021 | D | 20,739 | (5) | (5) | Common Stock | (5) | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among GI DI Orion Acquisition Inc., a Delaware corporation ("Parent"), GI DI Orion Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, and ORBCOMM Inc., a Delaware corporation, in exchange for $11.50 per share upon the consummation of the transactions contemplated by the Merger Agreement (the "Merger"). The Merger closed on September 1, 2021. |
| 2. Upon consummation of the Merger, each such stock appreciation right was canceled in exchange for a cash payment equal to the difference between $11.50 and the exercise price of the stock appreciation right. |
| 3. Upon consummation of the Merger, each time-based restricted stock unit was cancelled in exchange for a cash payment equal to $11.50. |
| 4. Upon consummation of the Merger, a number of performance-vesting restricted stock units equal to the "target" level was cancelled in exchange for a cash payment equal to $11.50 and any remaining performance-vesting restricted stock units were cancelled for no consideration. |
| 5. Upon consummation of the Merger, these performance unit awards were cancelled in exchange for a cash payment equal to $238,500. |
| Remarks: |
| /s/ Christian Le Brun | 09/02/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
