SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Schiff Peter

(Last)

(First)

(Middle)

C/O ORBCOMM INC.

2115 LINWOOD AVENUE, SUITE 100

(Street)

FORT LEE

07024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/02/2006

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	170,101⁽¹⁾	I	by Northwood Ventures LLC
Common Stock	30,018⁽¹⁾	I	by Northwood Capital Partners LLC
Common Stock	155,264⁽¹⁾	I	by Northwood Ventures LLC
Common Stock	27,400⁽¹⁾	I	by Northwood Capital Partners LLC

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Redeemable Preferred Stock	12/17/2004	⁽²⁾	Common Stock	80,483⁽¹⁾	⁽²⁾	I	by Northwood Capital Partners LLC
Series A Convertible Redeemable Preferred Stock	02/17/2004	⁽²⁾	Common Stock	339,988⁽¹⁾	⁽²⁾	I	by Northwood Ventures LLC
Series A Convertible Redeemable Preferred Stock	08/13/2004	⁽²⁾	Common Stock	388,877⁽¹⁾	⁽²⁾	I	by Northwood Ventures LLC
Series A Convertible Redeemable Preferred Stock	08/13/2004	⁽²⁾	Common Stock	80,609⁽¹⁾	⁽²⁾	I	by Northwood Capital Partners LLC
Series A Convertible Redeemable Preferred Stock	12/30/2005	⁽²⁾	Common Stock	25,795⁽¹⁾	⁽²⁾	I	by SK Partners
Series A Convertible Redeemable Preferred Stock	08/13/2004	⁽²⁾	Common Stock	2,347⁽¹⁾	⁽²⁾	I	by SK Partners
Series B Convertible Redeemable Preferred Stock	12/30/2005	⁽³⁾	Common Stock	52,936⁽¹⁾	⁽³⁾	I	by Northwood Capital Partners LLC
Series B Convertible Redeemable Preferred Stock	12/30/2005	⁽³⁾	Common Stock	277,915⁽¹⁾	⁽³⁾	I	by Northwood Ventures LLC
Series B Convertible Redeemable Preferred Stock	12/30/2005	⁽³⁾	Common Stock	8,271⁽¹⁾	⁽³⁾	I	by SK Partners
Series B Convertible Redeemable Preferred Stock	12/30/2005	⁽³⁾	Common Stock	1,654⁽¹⁾	⁽³⁾	I	by Richard K. Webel Trust
Series A Convertible Redeemable Preferred Stock	02/17/2004	⁽²⁾	Common Stock	6,449⁽¹⁾	⁽²⁾	I	by Richard K. Webel Trust
Series A Convertible Redeemable Preferred Stock	08/13/2004	⁽²⁾	Common Stock	587⁽¹⁾	⁽²⁾	I	by Richard K. Webel Trust
Common Stock Warrants	11/15/2002	11/15/2007	Common Stock	15,735⁽¹⁾	$2.325	I	by Northwood Ventures LLC
Common Stock Warrants	05/17/2003	05/17/2008	Common Stock	7,868⁽¹⁾	$2.325	I	by Northwood Ventures LLC
Common Stock Warrants	09/03/2003	09/03/2008	Common Stock	69,234⁽¹⁾	$2.325	I	by Northwood Ventures LLC
Common Stock Warrants	11/15/2002	11/15/2007	Common Stock	5,245⁽¹⁾	$2.325	I	by Northwood Capital Partners LLC
Common Stock Warrants	05/17/2003	05/17/2008	Common Stock	2,623⁽¹⁾	$2.325	I	by Northwood Capital Partners LLC
Common Stock Warrants	09/03/2003	09/03/2008	Common Stock	12,588⁽¹⁾	$2.325	I	by Northwood Capital Partners LLC
Common Stock Warrants	12/23/2002	11/15/2007	Common Stock	10,490⁽¹⁾	$2.325	I	by SK Partners
Common Stock Warrants	05/17/2003	05/17/2008	Common Stock	5,245⁽¹⁾	$2.325	I	by SK Partners
Common Stock Warrants	12/23/2002	11/15/2007	Common Stock	2,623⁽¹⁾	$2.325	I	by Richard K. Webel Trust
Common Stock Warrants	05/17/2003	05/17/2008	Common Stock	1,312⁽¹⁾	$2.325	I	by Richard K. Webel Trust

Explanation of Responses:

1. Mr. Schiff is President of Northwood Ventures LLC and Northwood Capital Partners LLC and is also Managing General Partner of SK Partners and trustee of the Richard K. Webel Trust. Mr. Schiff disclaims beneficial ownership of the shares held by Northwood Ventures LLC, Northwood Capital Partners LLC, SK Partners and Richard K. Webel Trust except to the extent of his respective pecuniary interest therein. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or any other purpose.

2. The Series A Convertible Redeemable Preferred Stock is convertible into common stock on the basis of two shares of common stock for every three shares of Preferred Stock and has no expiration date.

3. The Series B Convertible Redeemable Preferred Stock is convertible into common stock on the basis of two shares of common stock for every three shares of Preferred Stock and has no expiration date.

	/s/ Brad Franco, by power of attorney	11/02/2006
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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