0001140361-16-054015.txt : 20160218 0001140361-16-054015.hdr.sgml : 20160218 20160218190027 ACCESSION NUMBER: 0001140361-16-054015 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160216 FILED AS OF DATE: 20160218 DATE AS OF CHANGE: 20160218 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ORBCOMM Inc. CENTRAL INDEX KEY: 0001361983 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 412118289 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 395 W PASSAIC STREET, SUITE 325 CITY: ROCHELLE PARK STATE: NJ ZIP: 07662 BUSINESS PHONE: 703-433-6300 MAIL ADDRESS: STREET 1: 395 W PASSAIC STREET, SUITE 325 CITY: ROCHELLE PARK STATE: NJ ZIP: 07662 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COSTANTINI ROBERT G CENTRAL INDEX KEY: 0001268735 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33118 FILM NUMBER: 161439555 MAIL ADDRESS: STREET 1: C/O ORBCOMM INC. STREET 2: 395 W PASSAIC STREET, SUITE 325 CITY: ROCHELLE PARK STATE: NJ ZIP: 07662 4 1 doc1.xml FORM 4 X0306 4 2016-02-16 0 0001361983 ORBCOMM Inc. ORBC 0001268735 COSTANTINI ROBERT G C/O ORBCOMM INC. 395 W. PASSAIC STREET, SUITE 325 ROCHELLE PARK NJ 07662 0 1 0 0 EVP & CFO Common Stock 2016-02-16 4 A 0 6750 A 164455 D Restricted Stock Unit (Performance Vested) 11061 D Restricted Stock Unit (Time Vested) 11061 D Stock Appreciation Right 6.60 Common Stock 27000 27000 D Stock Appreciation Right 5.92 Common Stock 27000 27000 D Stock Appreciation Right 11 Common Stock 66667 66667 D Stock Appreciation Right 4.96 Common Stock 250000 250000 D Stock Appreciation Right 2.46 Common Stock 75000 75000 D Stock Appreciation Right 2.46 Common Stock 18688 18688 D Stock Appreciation Right 11 Common Stock 52972 52972 D Stock Appreciation Right 3.65 Common Stock 43125 43125 D Stock Appreciation Right 2.74 Common Stock 50000 50000 D Stock Appreciation Right 3.53 Common Stock 50000 50000 D Performance Right (Performance Unit Award) Common Stock 0 D Performance Right (Performance Unit Award) Common Stock 0 D Performance Right (Performance Unit Award) Common Stock 0 D Represents the vesting of Performance Vested Restricted Stock Units ("PV RSUs"), each PV RSU representing the right to receive one share of common stock. On February 16, 2016, 6,750 of the previously reported 9,000 PV RSU awards vested based on the achievement by the employee and/or ORBCOMM Inc. (the "Company") of certain performance targets for fiscal year 2015 and 2,250 PV RSUs lapsed unvested. Each PV RSU represents the right to receive one share of common stock. The PV RSU awards will vest based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2016. Each Time Vested Restricted Stock Unit represents the right to receive one share of common stock on the vesting date, January 1, 2017. 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. 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. 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 (October 5, 2006) to the date of exercise of the TV SAR. One-third of the TV SAR awards vested on each of January 1, 2007, January 1, 2008 and January 1, 2009. The TV SARs expire on October 5, 2016 and have an exercise price equal to the initial public offering price of $11.00 per share. 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 (March 31, 2008) to the date of exercise of the TV SAR. 50,000 of the TV SAR awards vested on December 31, 2008 and 100,000 of the TV SAR awards vested on each of December 31, 2009 and December 31, 2010. The TV SAR awards expire on March 31, 2018 and have an exercise price of $4.96 per share, the closing price of the common stock on the grant date. 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 (March 3, 2010) to the date of exercise of the TV SAR. 25,000 of the TV SAR awards vested on each of December 31, 2010, December 31, 2011, and December 31, 2012. The TV SAR awards expire on March 3, 2020 and have an exercise price of $2.46 per share, the closing price of the common stock on the grant date. Each Performance Vested Stock Appreciation Right ("PV 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 PV SAR (March 3, 2010) to the date of exercise of the PV SAR. The PV SAR awards vested based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2010. The PV SARs expire on March 3, 2020 and have an exercise price of $2.46 per share, the closing price of the common stock on the grant date. Each PV 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 PV SAR (October 5, 2006) to the date of exercise of the PV SAR. One-third of the 66,667 PV SAR awards originally granted was to vest based on the achievement by the employee and/or the Company of certain performance targets for each of the fiscal years 2006, 2007 and 2008. The PV SARs expire on October 5, 2016 and have an exercise price equal to the initial public offering price of $11.00 per share. Each PV 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 PV SAR (March 2, 2011) to the date of exercise of the PV SAR. One half of the 50,000 PV SAR awards originally granted vest based on the achievement by the employee and/or the Company of certain performance targets for each of the fiscal years 2011 and 2012. The PV SARs expire on March 2, 2021 and have an exercise price of $3.65 per share, the closing price of the common stock on the grant date. In March 2012, 18,125 PV SARs vested based on achievement of certain 2011 performance targets and 6,875 PV SARs lapsed unvested. 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 (October 26, 2011) to the date of exercise of the TV SAR. The TV SAR awards vested on December 31, 2011. The TV SAR awards expire on October 26, 2021 and have an exercise price of $2.74 per share, the closing price of the common stock on the grant date. 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 (October 24, 2012) to the date of exercise of the TV SAR. The TV SAR awards vested on January 1, 2014. The TV SAR awards expire on October 24, 2022 and have an exercise price of $3.53 per share, the closing price of the common stock on the grant date. The 2014 Performance Unit Award ("PUA") represents the right to receive up to 45% of the reporting person's 2014 base salary, in cash, common stock, or a combination of both, as determined by the Committee. The 2014 PUA is allocated in 3 equal amounts (15% of base salary) to each of 2014, 2015 and 2016 and vests and is payable only when the stock price reaches specified price targets as of 12/31 of each year and the reporting person is employed by the Company as of the vesting and payment date. No portion of the 2014 PUA will vest if the threshold stock price is not reached for that year. If the stock price is above the threshold level for that year, the amount of the 2014 PUA that will vest and be payable will increase up to the maximum portion of the 2014 PUA allocated to that year. The market price of the Company's common stock as of 12/31 of each year is based on average daily closing prices of the common stock for the 20 trading days immediately prior to 12/31. The 2015 PUA represents the right to receive up to 45% of the reporting person's 2015 base salary, in cash, common stock, or a combination of both, as determined by the Committee. The 2015 PUA is allocated in 3 equal amounts (15% of base salary) to each of 2015, 2016 and 2017 and vests and is payable only when the stock price reaches specified price targets as of 12/31 of each year and the reporting person is employed by the Company as of the vesting and payment date. No portion of the 2015 PUA will vest if the threshold stock price is not reached for that year. If the stock price is above the threshold level for that year, the amount of the 2015 PUA that will vest and be payable will increase up to the maximum portion of the 2015 PUA allocated to that year. The market price of the Company's common stock as of 12/31 of each year is based on average daily closing prices of the common stock for the 20 trading days immediately prior to 12/31. The 2016 PUA represents the right to receive up to 45% of the reporting person's 2016 base salary, in cash, common stock or a combination of both, as determined by the Committee. The 2016 PUA is allocated in 3 equal amounts (15% of 2016 base salary) to each of 2016, 2017 and 2018 and vests and is payable only if the stock price reaches specified price targets as of 12/31 of each year and the reporting person is employed by the Company as of the vesting and payment date. No portion of the 2016 PUA will vest if the threshold stock price is not reached for that year. If the stock price is above the threshold level for that year, the amount of the 2016 PUA that vests and is payable will increase up to the maximum portion of the 2016 PUA allocated to that year. The market price of the Company's common stock as of 12/31 of each year is based on average daily closing prices of the common stock for the 20 trading days immediately prior to 12/31. /s/ Christian Le Brun, by power of attorney 2016-02-18