Milcos Constantine 4

Accession 0001140361-21-000277

CIK 0001361983other

View on SEC.gov Company Profile

Filed

Jan 4, 7:00 PM ET

Accepted

Jan 5, 9:13 PM ET

Size

30.5 KB

Accession

0001140361-21-000277

Insider Transaction Report

Form 4

Period: 2020-12-31

ORBCOMM Inc.ORBC

Milcos Constantine

Sr. VP, Chief Acct Officer

Transactions

Sale
Common Stock
2021-01-05$7.43/sh−15,374$114,210→ 93,748 total
Exercise/Conversion
Performance Right (Performance Unit Award)
2020-12-31−5,660→ 0 total
→ Common Stock (5,660 underlying)
Exercise/Conversion
Restricted Stock Unit (Time Vested)
2021-01-01−38,265→ 0 total
Exercise: $0.00→ Common Stock (38,265 underlying)
Exercise/Conversion
Common Stock
2020-12-31$7.42/sh+5,660$41,997→ 70,857 total
Other
Performance Right (Performance Unit Award)
2020-12-31−0→ 0 total
→ Common Stock (0 underlying)
Exercise/Conversion
Common Stock
2021-01-01+38,265→ 109,122 total

Holdings

Stock Appreciation Right
Exercise: $6.60→ Common Stock (6,100 underlying)
6,100
Stock Appreciation Right
Exercise: $5.92→ Common Stock (6,100 underlying)
6,100
Restricted Stock Unit (Performance Vested)
Exercise: $0.00→ Common Stock (38,265 underlying)
38,265
Restricted Stock Unit (Time Vested)
Exercise: $0.00→ Common Stock (24,311 underlying)
24,311
Performance Right (Performance Unit Award)
→ Common Stock
0
Performance Right (Performance Unit Award)
→ Common Stock
0
Restricted Stock Unit (Performance Vested)
Exercise: $0.00→ Common Stock (24,311 underlying)
24,311
Performance Right (Performance Unit Award)
→ Common Stock
0

Footnotes (13)

[F1]Shares issued upon the vesting and deemed exercise of the first portion of the 2020 Performance Unit Award ("PUA") relating to fiscal year 2020 based on the stock of ORBCOMM Inc. (the "Company") exceeding the stock price level required to earn the maximum portion of the 2020 PUA allocated to fiscal year 2020 (15% of the reporting person's 2020 base salary) as determined by the Compensation Committee (the "Committee"). With respect to fiscal year 2020, the Committee determined that the payout would be made in shares of common stock based on the closing price of the Company's common stock on December 31, 2020 of $7.42 per share. See footnote 12 below for additional information on vesting terms of the 2020 PUA.
[F10]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 2021.
[F11]The 2019 PUA represents the right to receive up to 41.25% 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 is allocated in 3 amounts (11.25% of 2019 base salary to 2019 and 15% of 2019 base salary to each of 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 vests and is 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.
[F12]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 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.
[F13]The 2021 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 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. 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]Each Time Vested Restricted Stock Unit ("TV RSU") represented the right to receive one share of common stock or its cash equivalent, all of which vested on January 1, 2021.
[F3]The reporting person sold shares of common stock in the open market to cover income tax obligations associated with the vesting of PUAs and TV RSUs described above. These sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person to cover tax withholding obligations.
[F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.15 to $7.60, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
[F5]The second portion of the 2019 PUA relating to fiscal year 2020 lapsed unvested based on the stock of the Company not exceeding the threshold stock price level required to earn a portion of the 2019 PUA allocated to fiscal year 2020. See footnote 11 below for additional information on vesting terms of the 2019 PUA.
[F6]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.
[F7]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.
[F8]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 2020.
[F9]Each TV RSU represents the right to receive one share of common stock or its cash equivalent on the vesting date, January 1, 2022.

Documents

1 file

4
form4.xmlPrimary
FORM 4

Issuer

ORBCOMM Inc.

CIK 0001361983

→

Entity typeother

Related Parties

filerCIK 0001587912

Filing Metadata

Form type: 4
Filed: Jan 4, 7:00 PM ET
Accepted: Jan 5, 9:13 PM ET
Size: 30.5 KB

View on SEC.gov