0001140361-19-022444.txt : 20191212 0001140361-19-022444.hdr.sgml : 20191212 20191212161929 ACCESSION NUMBER: 0001140361-19-022444 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191210 FILED AS OF DATE: 20191212 DATE AS OF CHANGE: 20191212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Malone Craig CENTRAL INDEX KEY: 0001581139 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33118 FILM NUMBER: 191282041 MAIL ADDRESS: STREET 1: C/O ORBCOMM INC. STREET 2: 395 W PASSAIC STREET, SUITE 325 CITY: ROCHELLE PARK STATE: NJ ZIP: 07662 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 4 1 form4.xml FORM 4 X0306 4 2019-12-10 0001361983 ORBCOMM Inc. ORBC 0001581139 Malone Craig C/O ORBCOMM INC. 395 W PASSAIC STREET, SUITE 325 ROCHELLE PARK NJ 07662 true EVP of Product Development Common Stock 54344 D Restricted Stock Unit (Performance Vested) 0 2019-12-10 4 A 0 25510 0 A Common Stock 25510 25510 D Restricted Stock Unit (Time Vested) 0 2019-12-10 4 A 0 25510 0 A Common Stock 25510 25510 D Performance Right (Performance Unit Award) 2019-12-10 4 A 0 0 0 A Common Stock 0 D Stock Appreciation Right 6.6 Common Stock 18000 18000 D Stock Appreciation Right 5.92 Common Stock 18000 18000 D Stock Appreciation Right 2.73 Common Stock 12000 12000 D Stock Appreciation Right 3.51 Common Stock 5000 5000 D Stock Appreciation Right 3.53 Common Stock 10000 10000 D Stock Appreciation Right 3.15 Common Stock 5000 5000 D Stock Appreciation Right 4.2 Common Stock 6000 6000 D Restricted Stock Unit (Performance Vested) 0 Common Stock 11050 11050 D Restricted Stock Unit (Time Vested) 0 Common Stock 11049 11049 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 Each Performance Vested Restricted Stock Unit ("PV RSU") represents the right to receive one share of common stock or its cash equivalent. The PV RSU will vest based on the achievement by the employee and/or ORBCOMM Inc. (the "Company") of certain performance targets for fiscal year 2020. Each Time Vested Restricted Stock Unit ("TV RSU") represents the right to receive one share of common stock or its cash equivalent on the vesting date, January 1, 2021. The 2020 Performance Unit Award ("PUA") represents the right to receive up to 45% of the reporting person's 2020 base salary, in cash, common stock or a combination of both, as determined by the Compensation Committee (the "Committee"). The 2020 PUA is allocated in 3 equal amounts (15% of 2020 base salary) to each of 2020, 2021 and 2022 and will vest and be 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 dates. No portion of the 2020 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 2020 PUA that vests and is payable will increase up to the maximum portion of the 2020 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. 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 11, 2011) to the date of exercise of the TV SAR. 6,000 of the TV SAR awards vested on each of October 11, 2012 and October 11, 2013. The TV SAR awards expire on October 11, 2021 and have an exercise price of $2.73 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 (February 9, 2012) to the date of exercise of the TV SAR. The TV SAR awards vested on January 2, 2013. The TV SAR awards expire on February 9, 2022 and have an exercise price of $3.51 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. 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 (May 15, 2012) to the date of exercise of the PV SAR. In March 2013, 5,000 PV SARs of the 6,000 PV SAR awards originally granted vested based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2012 and 1,000 PV SARs lapsed unvested. The PV SARs expire on May 15, 2022 and have an exercise price of $3.15 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 (June 10, 2013) to the date of exercise of the PV SAR. All of the PV SAR awards vested based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2013. The PV SARs expire on June 10, 2023 and have an exercise price of $4.20 per share, the closing price of the common stock on the grant date. Each PV RSU represents the right to receive one share of common stock or its cash equivalent. The PV RSU will vest based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2019. Each TV RSU represents the right to receive one share of common stock or its cash equivalent on the vesting date, January 1, 2020. The 2017 PUA represents the right to receive up to 45% of the reporting person's 2017 base salary, in cash, common stock or a combination of both, as determined by the Committee. The 2017 PUA was allocated in 3 equal amounts (15% of 2017 base salary) to each of 2017, 2018 and 2019 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 dates. No portion of the 2017 PUA vests 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 2017 PUA that vests and is payable will increase up to the maximum portion of the 2017 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 2018 PUA represents the right to receive up to 45% of the reporting person's 2018 base salary, in cash, common stock or a combination of both, as determined by the Committee. The 2018 PUA was allocated in 3 equal amounts (15% of 2018 base salary) to each of 2018, 2019 and 2020 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 dates. No portion of the 2018 PUA vests 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 2018 PUA that vests and is payable will increase up to the maximum portion of the 2018 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 2019 PUA represents the right to receive up to 45% of the reporting person's 2019 base salary, in cash, common stock or a combination of both, as determined by the Committee. The 2019 PUA was allocated in 3 equal amounts (15% of 2019 base salary) to each of 2019, 2020 and 2021 and will vest and be 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 dates. No portion of the 2019 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 2019 PUA that will vest and be payable will increase up to the maximum portion of the 2019 PUA allocated to that year. The market price of the Company's common stock as of 12/31 of each year will be 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 2019-12-12