SEC FORM 4

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^*

Malone Craig

(Last)

(First)

(Middle)

C/O ORBCOMM INC.

395 W. PASSAIC STREET, SUITE 325

(Street)

ROCHELLE PARK

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)
	EVP of Product Development

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/01/2021		D		91,403	D	⁽¹⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Right	$6.6	09/01/2021		D			18,000	⁽²⁾	⁽²⁾	Common Stock	18,000⁽²⁾	$4.9	0	D
Stock Appreciation Right	$5.92	09/01/2021		D			18,000	⁽²⁾	⁽²⁾	Common Stock	18,000⁽²⁾	$5.58	0	D
Stock Appreciation Right	$2.73	09/01/2021		D			12,000	⁽²⁾	⁽²⁾	Common Stock	12,000⁽²⁾	$8.77	0	D
Stock Appreciation Right	$3.51	09/01/2021		D			5,000	⁽²⁾	⁽²⁾	Common Stock	5,000⁽²⁾	$7.99	0	D
Stock Appreciation Right	$3.53	09/01/2021		D			10,000	⁽²⁾	⁽²⁾	Common Stock	10,000⁽²⁾	$7.97	0	D
Stock Appreciation Right	$3.15	09/01/2021		D			5,000	⁽²⁾	⁽²⁾	Common Stock	5,000⁽²⁾	$8.35	0	D
Stock Appreciation Right	$4.2	09/01/2021		D			3,900	⁽²⁾	⁽²⁾	Common Stock	3,900⁽²⁾	$7.3	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			21,913	⁽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 $252,000.

Remarks:

	/s/ Christian Le Brun, by power of attorney	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).
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