Statement of Changes in Beneficial Ownership (4)
September 03 2021 - 6:16AM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
*
Eisenberg Marc |
2. Issuer Name and Ticker or Trading Symbol
ORBCOMM Inc.
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ORBC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer |
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(Last)
(First)
(Middle)
C/O ORBCOMM INC., 395 W. PASSAIC STREET, SUITE 325 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/1/2021 |
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(Street)
ROCHELLE PARK, NY 07662
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 9/1/2021 | | D | | 698316 | D | (1) | 347827 | D | |
| Common Stock | 9/1/2021 | | J | | 350489 | D | (2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | $8.58 | 9/1/2021 | | D | | | 30000 | (3) | (3) | Common Stock | 30000 (2) | $2.92 | 0 | D | |
| Stock Appreciation Right | $6.60 | 9/1/2021 | | D | | | 75000 | (3) | (3) | Common Stock | 75000 (2) | $4.90 | 0 | D | |
| Stock Appreciation Right | $5.92 | 9/1/2021 | | D | | | 60000 | (3) | (3) | Common Stock | 60000 (2) | $5.58 | 0 | D | |
| Stock Appreciation Right | $3.42 | 9/1/2021 | | D | | | 34687 | (3) | (3) | Common Stock | 34687 (2) | $8.08 | 0 | D | |
| Stock Appreciation Right | $2.74 | 9/1/2021 | | D | | | 100000 | (3) | (3) | Common Stock | 100000 (2) | $8.76 | 0 | D | |
| Stock Appreciation Right | $3.53 | 9/1/2021 | | D | | | 80000 | (3) | (3) | Common Stock | 80000 (2) | $7.97 | 0 | D | |
| Restricted Stock Unit (Time Vested) | $0.00 | 9/1/2021 | | D | | | 81307 | (4) | (4) | Common Stock | 81307 | (4) | 0 | D | |
| Restricted Stock Unit (Performance Vested) | $0.00 | 9/1/2021 | | D | | | 81307 | (5) | (5) | Common Stock | 81307 | (5) | 0 | D | |
| Performance Right (Performance Unit Award) | $0.00 | 9/1/2021 | | D | | | 41086 | (6) | (6) | Common Stock | 41086 | (6) | 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) | In connection with the Merger, these shares were cancelled in exchange for the reporting persons receipt of 4,000,010.5 Class A Common units in an affiliate of Parent. |
| (3) | 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. |
| (4) | Upon consummation of the Merger, each time-based restricted stock unit was cancelled in exchange for a cash payment equal to $11.50. |
| (5) | 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. |
| (6) | Upon consummation of the Merger, these performance unit awards were cancelled in exchange for a cash payment equal to approximately $472,500. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Eisenberg Marc
C/O ORBCOMM INC.
395 W. PASSAIC STREET, SUITE 325
ROCHELLE PARK, NY 07662 | X |
| Chief Executive Officer |
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Signatures
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| /s/ Christian Le Brun, by power of attorney | | 9/2/2021 |
| **Signature of Reporting Person | Date |
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