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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Eisenberg Jerome B (Last) (First) (Middle) C/O ORBCOMM INC. 2115 LINWOOD AVENUE, SUITE 100 (Street) FORT LEE NJ 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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/02/2013
	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)
			Code	V	Amount	(A) or (D)	Price
Restricted Stock Unit (Time Vested)(1)	01/02/2013		A		13,054	A	(1)	13,054	D
Common Stock								1,004,498(2)	D
Common Stock								15,759	I	by Cynthia Eisenberg

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Right	$11							(3)	(3)	Common Stock	95,187(3)		95,187	D
Stock Appreciation Right	$4.96							(4)	(4)	Common Stock	100,000(4)		100,000	D
Stock Option (Right to Buy)	$2.325							03/31/2005(5)	02/17/2014(5)	Common Stock	166,667		166,667	D
Stock Option (Right to Buy)	$2.775							12/31/2005(6)	02/17/2014(6)	Common Stock	33,334		33,334	D
Stock Option (Right to Buy)	$3.375							12/31/2006(7)	02/17/2014(7)	Common Stock	33,334		33,334	D
Stock Option (Right to Buy)	$4.26							12/31/2006(8)	02/17/2014(8)	Common Stock	33,334		33,334	D
Stock Option (Right to Buy)	$2.325							12/31/2007(9)	02/17/2014(9)	Common Stock	33,334		33,334	D

Explanation of Responses:

1. Each time vested Restricted Stock Unit ("RSU") represents the right to receive one share of common stock. The number of RSUs was determined by dividing $50,000 by the closing price of ORBCOMM Inc. (the "Company") common stock on January 2, 2013 of $3.83 per share. The RSUs vest on January 1, 2014.

2. Includes 8,403 shares underlying time vested RSUs that vested on January 1, 2013.

3. 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 to the date of exercise of the PV SAR. The PV SARs are fully vested, expire in October 2016 and have an exercise price equal to the initial public offering price of $11.00 per share.

4. Each Time Vested Stock Appreciation Right ("TV SAR") represents the right to receive 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 to the date of exercise of the TV SAR. The TV SAR awards are fully vested, expire in March 2018 and have an exercise price of $4.96 per share, the closing price of the common stock on the grant date.

5. 166,667 Options were issued on February 17, 2004, are fully vested and expire on February 17, 2014.

6. 33,334 Options were issued on February 17, 2004, are fully vested and expire on February 17, 2014

7. 33,334 Options were issued on February 17, 2004, are fully vested and expire on February 17, 2014.

8. 33,334 Options were issued on February 17, 2004, are fully vested and expire on February 17, 2014.

9. 33,334 Options were issued on February 17, 2004, are fully vested and expire on February 17, 2014. Remarks: Exhibit 24 - Power of Attorney

Remarks:

	/s/ Christian Le Brun, by power of attorney	01/03/2013
	** 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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