Statement of Changes in Beneficial Ownership (4)
September 03 2021 - 5:18AM
Edgar (US Regulatory)
FORM 4
[ ]
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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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
*
Milcos Constantine |
2. Issuer Name and Ticker or Trading Symbol
ORBCOMM Inc.
[
ORBC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP and CFO |
(Last)
(First)
(Middle)
C/O ORBCOMM INC., 395 W. PASSAIC STREET, SUITE 325 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/1/2021 |
(Street)
ROCHELLE PARK, NJ 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 | | 104008 | D | (1) | 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 | $6.60 | 9/1/2021 | | D | | | 6100 | (2) | (2) | Common Stock | 6100 (2) | $4.90 | 0 | D | |
Stock Appreciation Right | $5.92 | 9/1/2021 | | D | | | 6100 | (2) | (2) | Common Stock | 6100 (2) | $5.58 | 0 | D | |
Restricted Stock Unit (Time Vested) | $0.00 | 9/1/2021 | | D | | | 24311 | (3) | (3) | Stock | 24311 | (3) | 0 | D | |
Restricted Stock Unit (Performance Vested) | $0.00 | 9/1/2021 | | D | | | 24311 | (4) | (4) | Common Stock | 24311 | (4) | 0 | D | |
Performance Right (Performance Unit Award) | $0.00 | 9/1/2021 | | D | | | 18260 | (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 $210,000. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Milcos Constantine C/O ORBCOMM INC. 395 W. PASSAIC STREET, SUITE 325 ROCHELLE PARK, NJ 07662 |
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| EVP and CFO |
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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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