Le Brun Christian 4

Accession 0001140361-20-027890

CIK 0001361983other

View on SEC.gov Company Profile

Filed

Dec 8, 7:00 PM ET

Accepted

Dec 9, 4:51 PM ET

Size

35.4 KB

Accession

0001140361-20-027890

Insider Transaction Report

Form 4

Period: 2020-12-07

ORBCOMM Inc.ORBC

Le Brun Christian

EVP, General Counsel & Sec.

Transactions

Exercise/Conversion
Common Stock
2020-12-07$3.65/sh+17,500$63,875→ 138,817 total
Disposition to Issuer
Common Stock
2020-12-07$6.17/sh−17,500$107,975→ 121,317 total
Award
Performance Right (Performance Unit Award)
2020-12-07+0→ 0 total
→ Common Stock
Exercise/Conversion
Stock Appreciation Right
2020-12-07−17,500→ 0 total
Exercise: $3.65→ Common Stock (17,500 underlying)
Award
Restricted Stock Unit (Performance Vested)
2020-12-07+16,207→ 16,207 total
Exercise: $0.00→ Common Stock (16,207 underlying)
Award
Restricted Stock Unit (Time Vested)
2020-12-07+16,207→ 16,207 total
Exercise: $0.00→ Common Stock (16,207 underlying)

Holdings

Stock Appreciation Right
Exercise: $3.42→ Common Stock (16,406 underlying)
16,406
Restricted Stock Unit (Performance Vested)
Exercise: $0.00→ Common Stock (25,510 underlying)
25,510
Restricted Stock Unit (Time Vested)
Exercise: $0.00→ Common Stock (25,510 underlying)
25,510
Performance Right (Performance Unit Award)
→ Common Stock
0
Stock Appreciation Right
Exercise: $6.60→ Common Stock (23,000 underlying)
23,000
Stock Appreciation Right
Exercise: $5.92→ Common Stock (23,000 underlying)
23,000
Stock Appreciation Right
Exercise: $2.74→ Common Stock (50,000 underlying)
50,000
Stock Appreciation Right
Exercise: $3.53→ Common Stock (40,000 underlying)
40,000
Performance Right (Performance Unit Award)
→ Common Stock
0
Performance Right (Performance Unit Award)
→ Common Stock
0

Footnotes (17)

[F1]Pursuant to the 2006 Long-Term Incentives Plan, the Compensation Committee (the "Committee") determined that the payouts on exercise of the Performance Vested Stock Appreciation Rights ("PV SARs") that expire on March 2, 2021 would be settled 100% in cash.
[F10]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 (March 7, 2012) to the date of exercise of the PV SAR. In March 2013, 16,406 PV SARs of the 25,000 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 8,594 PV SARs lapsed unvested. The PV SARs expire on March 7, 2022 and have an exercise price of $3.42 per share, the closing price of the common stock on the grant date.
[F11]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 11. (October 26, 2011) to the date of exercise of the TV SAR. The TV SAR awards vested on December 31, 2011. The TV SAR awards expire on October 26, 2021 and have an exercise price of $2.74 per share, the closing price of the common stock on the grant date.
[F12]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 12. (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.
[F13]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 13. Company of certain performance targets for fiscal year 2020.
[F14]Each TV RSU represents the right to receive one share of common stock or its cash equivalent on the vesting date, January 1, 2021.
[F15]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.
[F16]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 16. 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.
[F17]The 2020 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 17. 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 will be based on average daily closing prices of the common stock for the 20 trading days immediately prior to 12/31.
[F2]Represents the sum of (i) a number of shares, with an aggregate value, based on the fair market value of the common stock as of the date of the exercise ($6.17 per share), equal to the aggregate exercise price ($3.65 per share) of the PV SARs being exercised (10,352) and (ii) the number of shares with an aggregate value, based on the fair market value of the common stock as of the date of exercise, equal to the cash payment of the PV SARs being exercised (7,148), which are deemed sold back to ORBCOMM Inc. (the "Company") in a transaction exempt under Rule 16b-3.
[F3]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 the Company of certain performance targets for fiscal year 2021.
[F4]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, 2022.
[F5]The 2021 Performance Unit Award ("PUA") represents the right to receive up to 45% of the reporting person's 2021 base salary, in cash, common stock or a combination of both, as determined by the Compensation Committee (the "Committee"). The 2021 PUA is allocated in 3 equal amounts (15% of 2021 base salary) to each of 2021, 2022 and 2023 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 2021 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 2021 PUA that vests and is payable will increase up to the maximum portion of the 2021 PUA allocated to that year.
[F6]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.
[F7]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 (March 2, 2011) to the date of exercise of the PV SAR. In March 2012, 17,500 PV SARs of the 25,000 PV SAR awards originally granted vested based on the achievement by the employee and/or the Company of certain performance targets for fiscal year 2011 and 7,500 PV SARs lapsed unvested. The PV SARs expire on March 2, 2021 and have an exercise price of $3.65 per share, the closing price of the common stock on the grant date.
[F8]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.
[F9]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 9. (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.

Documents

1 file

4
form4.xmlPrimary
FORM 4

Issuer

ORBCOMM Inc.

CIK 0001361983

→

Entity typeother

Related Parties

filerCIK 0001373568

Filing Metadata

Form type: 4
Filed: Dec 8, 7:00 PM ET
Accepted: Dec 9, 4:51 PM ET
Size: 35.4 KB

View on SEC.gov