Constantine Milcos Form 4 ORBCOMM / Constantine Milcos ownership change

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^*

Milcos Constantine

(Last) (First) (Middle)

C/O ORBCOMM, INC.

395 W. PASSAIC STREET, SUITE 325

(Street)

ROCHELLE PARK NJ 07662

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ORBCOMM Inc. [ ORBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. VP& CAO

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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(1)	01/04/2019		S(2)		4,201	D	$8.5146(3)	25,116	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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							(4)	(4)	Common Stock	6,100(4)		6,100	D
Stock Appreciation Right	$5.92							(5)	(5)	Common Stock	6,100(5)		6,100	D
Restricted Stock Unit (Performance Vested)	$0(6)							(6)	(6)	Common Stock	2,004		2,004	D
Restricted Stock Unit (Performance Vested)	$0(7)							(7)	(7)	Common Stock	5,000		5,000	D
Restricted Stock Unit (Performance Vested)	$0(8)							(8)	(8)	Common Stock	5,000		5,000	D
Restricted Stock Unit (Performance Vested)	$0(9)							(9)	(9)	Common Stock	2,762		2,762	D
Restricted Stock Unit (Time Vested)	$0(10)							(10)	(10)	Common Stock	2,763		2,763	D

Explanation of Responses:

1. The 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.

2. These 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.

3. The 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.

4. Each 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.

5. Each 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.

6. Each 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.

7. Each 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.

8. Each 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.

9. Each 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.

10. Each TV RSU represents the right to receive one share of common stock or its cash equivalent on the vesting date, January 1, 2020.

	/s/ Christian Le Brun, by power of attorney	01/08/2019
	** Signature of Reporting Person	Date
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