Statement of Changes in Beneficial Ownership (4)
2021年9月3日 - 7:20PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
*
Le Brun Christian |
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 & General Counsel |
(Last)
(First)
(Middle)
C/O ORBCOMM INC., 395 W. PASSAIC STREET, SUITE 325 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/1/2021 |
(Street)
ROCHELLE PARK, NJ 07662
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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
|
Common Stock | 9/1/2021 | | D | | 117948 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | $6.60 | 9/1/2021 | | D | | | 23000 | (2) | (2) | Common Stock | 23000 (2) | $4.90 | 0 | D | |
Stock Appreciation Right | $5.92 | 9/1/2021 | | D | | | 23000 | (2) | (2) | Common Stock | 23000 (2) | $5.58 | 0 | D | |
Stock Appreciation Right | $3.42 | 9/1/2021 | | D | | | 16406 | (2) | (2) | Common Stock | 16406 (2) | $8.08 | 0 | D | |
Stock Appreciation Right | $2.74 | 9/1/2021 | | D | | | 50000 | (2) | (2) | Common Stock | 50000 (2) | $8.76 | 0 | D | |
Stock Appreciation Right | $3.53 | 9/1/2021 | | D | | | 40000 | (2) | (2) | Common Stock | 40000 (2) | $7.97 | 0 | D | |
Restricted Stock Unit (Time Vested) | $0.00 | 9/1/2021 | | D | | | 16207 | (3) | (3) | Common Stock | 16207 | (3) | 0 | D | |
Restricted Stock Unit (Performance Vested) | $0.00 | 9/1/2021 | | D | | | 16207 | (4) | (4) | Common Stock | 16207 | (4) | 0 | D | |
Performance Right (Performance Unit Award) | $0.00 | 9/1/2021 | | D | | | 20739 | (5) | (5) | Common Stock | (5) | (5) | 0 | D | |
Explanation of Responses: |
(1) | Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among GI DI Orion Acquisition Inc., a Delaware corporation ("Parent"), GI DI Orion Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, and ORBCOMM Inc., a Delaware corporation, in exchange for $11.50 per share upon the consummation of the transactions contemplated by the Merger Agreement (the "Merger"). The Merger closed on September 1, 2021. |
(2) | Upon consummation of the Merger, each such stock appreciation right was canceled in exchange for a cash payment equal to the difference between $11.50 and the exercise price of the stock appreciation right. |
(3) | Upon consummation of the Merger, each time-based restricted stock unit was cancelled in exchange for a cash payment equal to $11.50. |
(4) | Upon consummation of the Merger, a number of performance-vesting restricted stock units equal to the "target" level was cancelled in exchange for a cash payment equal to $11.50 and any remaining performance-vesting restricted stock units were cancelled for no consideration. |
(5) | Upon consummation of the Merger, these performance unit awards were cancelled in exchange for a cash payment equal to $238,500. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Le Brun Christian C/O ORBCOMM INC. 395 W. PASSAIC STREET, SUITE 325 ROCHELLE PARK, NJ 07662 |
|
| EVP & General Counsel |
|
Signatures
|
/s/ Christian Le Brun | | 9/2/2021 |
**Signature of Reporting Person | Date |
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