SEC Form 4
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) 01/02/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) 01/02/2015 | 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 | ||||||
Restricted Stock Unit (Time Vested)(1) | 01/02/2015 | A | 12,214 | A | (1) | 12,214 | D | |||
Common Stock | 57,723(2) | D | ||||||||
Common Stock | 3,910,433(3) | I(3) | by CalPERS Corporate Partners, LLC |
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 |
Explanation of Responses: |
1. Each time vested Restricted Stock Unit ("RSU") represents the right to receive one share of common stock. The number of RSUs was determined by dividing $80,000 by the closing price of ORBCOMM Inc. common stock on January 2, 2015 of $6.55 per share. The RSUs vest on January 1, 2016. |
2. Includes 8,051 shares underlying time vested RSUs that vested on January 1, 2015. |
3. In May 2014, KMCP Satellite Investments LLC (formerly PCG Satellite Investments LLC) distributed 4,116,383 shares of common stock pro rata to its members, including 3,910,433 shares to its managing member, CalPERS Corporate Partners, LLC, whose manager is KMCP Advisors II LLC. Following such distribution, CalPERS Corporate Partners, LLC does not have any beneficial ownership of the shares of common stock held by the other members of KMCP Satellite Investments LLC. Timothy Kelleher is a Managing Partner of KMCP Advisors II LLC. Mr. Kelleher disclaims beneficial ownership of the shares held by CalPERS Corporate Partners, LLC except to the extent of his pecuniary interest therein. |
Remarks: |
Explanatory Note: This amendment does not amend the information relating to the grant of time vested Restricted Stock Units to Mr. Kelleher reported on the original Form 4, but only updates the information relating to Mr. Kelleher's indirect beneficial ownership of common stock through CalPERS Corporate Partners, LLC. |
/s/ Christian Le Brun, by power of attorney | 03/11/2015 | |
** 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. |