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^*

Stolte John J Jr

(Last)

(First)

(Middle)

C/O ORBCOMM INC.

2115 LINWOOD AVE. SUITE 100

(Street)

FORT LEE

07024

(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-Technology & Operations

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2007

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	05/29/2007		S		4,094	D	$11.5	17,425	D
Restricted Stock Unit (Time Vested)⁽¹⁾								40,445	D
Restricted Stock Unit (Performance Vested)⁽²⁾								15,167	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 Option (Right to Buy)	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	11,667		11,667	D
Stock Option (Right to Buy)	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	12,667		12,667	D
Stock Option (Right to Buy)	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	13,334		13,334	D
Stock Option (Right to Buy)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	13,334		13,334	D

Explanation of Responses:

1. Each Time Vested Restricted Stock Unit ("TV RSU") represents the right to receive one share of common stock. 20,222 TV RSUs vested on May 21, 2007 and are reflected in the amount of common stock listed in Table I and an additional 20,222 TV RSUs will vest on each of May 21, 2008 and May 21, 2009.

2. Each Performance Vested Restricted Stock Unit ("PV RSU") represents the right to receive one share of common stock. 15,167 PV RSUs vested on May 21, 2007 and are reflected in the amount of common stock in Table I. The remaining 15,167 PV RSUs will vest based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2007.

3. 11,667 options for common stock ("Options") were issued on February 17, 2004. 8,201 Options were vested as of such date. The remaining 3,646 Options vest at a rate of 730 Options per quarter beginning March 31, 2004. The Options expire on February 17, 2014.

4. 12,667 Options were issued on February 17, 2004. 6,334 Options were vested as of such date. The remaining 6,334 Options vest at a rate of 792 Options per quarter beginning March 31, 2004. The Options expire on February 17, 2014.

5. 13,334 Options were issued on February 17, 2004. 3,334 Options were vested as of such date. The remaining 10,000 Options vest at a rate of 8.33% of the Option per quarter beginning March 31, 2004. The Options expire on February 17, 2014.

6. 13,334 Options were issued on February 17, 2004 and vest at a rate of 6.25% per quarter beginning March 31, 2004. The Options expire on February 17, 2014.

	/s/ Bradley C. Franco, by power of attorney	05/31/2007
	** 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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