Sec Form 4 Filing - Malone Craig @ ORBCOMM Inc. - 2016-12-13

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Malone Craig 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 of Product Development (Last) (First) (Middle) C/O ORBCOMM INC., 395 W PASSAIC STREET, SUITE 325 3. Date of Earliest Transaction (MM/DD/YY) 12/13/2016 (Street) ROCHELLE PARK, NJ07662 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 11,025 D Restricted Stock Unit (Performance Vested) ( 1 ) 7,374 D Restricted Stock Unit (Time Vested) ( 2 ) 7,374 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Restricted Stock Unit (Performance Vested) $ 0 12/13/2016 A 5,459 ( 3 ) ( 3 ) Common Stock 5,459 $ 0 5,459 D Restricted Stock Unit (Time Vested) $ 0 12/13/2016 A 5,458 ( 4 ) ( 4 ) Common Stock 5,458 $ 0 5,458 D Performance Right (Performance Unit Award) ( 5 ) 12/13/2016 A 0 ( 5 ) ( 5 ) ( 5 ) Common Stock ( 5 ) $ 0 0 ( 5 ) D Stock Appreciation Right $ 6.6 ( 6 ) ( 6 ) Common Stock 18,000 ( 6 ) 18,000 D Stock Appreciation Right $ 5.92 ( 7 ) ( 7 ) Common Stock 18,000 ( 7 ) 18,000 D Stock Appreciation Right $ 2.73 ( 8 ) ( 8 ) Common Stock 12,000 ( 8 ) 12,000 D Stock Appreciation Right $ 3.51 ( 9 ) ( 9 ) Common Stock 5,000 ( 9 ) 5,000 D Stock Appreciation Right $ 3.53 ( 10 ) ( 10 ) Common Stock 10,000 ( 10 ) 10,000 D Stock Appreciation Right $ 3.15 ( 11 ) ( 11 ) Common Stock 5,000 ( 11 ) 5,000 D Stock Appreciation Right $ 4.2 ( 12 ) ( 12 ) Common Stock 6,000 ( 12 ) 6,000 D Performance Right (Performance Unit Award) ( 13 ) ( 13 ) ( 13 ) Common Stock ( 13 ) 0 ( 13 ) D Performance Right (Performance Unit Award) ( 14 ) ( 14 ) ( 14 ) Common Stock ( 14 ) 0 ( 14 ) D Performance Right (Performance Unit Award) ( 15 ) ( 15 ) ( 15 ) ( 15 ) Common Stock ( 15 ) 0 ( 15 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Malone Craig C/O ORBCOMM INC. 395 W PASSAIC STREET, SUITE 325 ROCHELLE PARK, NJ07662 EVP of Product Development Signatures /s/ Christian Le Brun, by power of attorney 12/15/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Performance Vested Restricted Stock Unit ("PV RSU") represents the right to receive one share of common stock. The PV RSU awards will vest based on the achievement by the employee and/or ORBCOMM Inc. (the "Company") of certain performance targets for fiscal year 2016. ( 2 )Each Time Vested Restricted Stock Unit ("TV RSU") represents the right to receive one share of common stock on the vesting date, January 1, 2017. ( 3 )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 2017. ( 4 )Each TV RSU represents the right to receive one share of common stock or its cash equivalent on the vesting date, January 1, 2018. ( 5 )The 2017 Performance Unit Award ("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 is allocated in 3 equal amounts (15% of 2017 base salary) to each of 2017, 2018 and 2019 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 date. No portion of the 2017 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 2017 PUA that will vest and be 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 will be based on average daily closing prices of the common stock for the 20 trading days immediately prior to 12/31. ( 6 )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. ( 7 )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. ( 8 )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 October 11, 2012. 6,000 of the TV SAR awards vested on 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. ( 9 )Each 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 (February 9, 2012) to the date of exercise of the TV SAR. 5,000 of 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. ( 10 )Each 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 (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. ( 11 )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. In March 2013, 5,000 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 the 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. ( 12 )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. The PV SAR awards vest 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. ( 13 )The 2014 Performance Unit Award ("PUA") represents the right to receive up to 45% of the reporting person's 2013 base salary, in cash, common stock, or a combination of both, as determined by the Committee. The 2014 PUA is allocated in 3 equal amounts (15% of base salary) to each of 2014, 2015 and 2016 and vests and is payable only when 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 date. No portion of the 2014 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 2014 PUA that will vest and be payable will increase up to the maximum portion of the 2014 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. ( 14 )The 2015 PUA represents the right to receive up to 45% of the reporting person's 2013 base salary, in cash, common stock, or a combination of both, as determined by the Committee. The 2015 PUA is allocated in 3 equal amounts (15% of base salary) to each of 2015, 2016 and 2017 and vests and is payable only when 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 date. No portion of the 2015 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 2015 PUA that will vest and be payable will increase up to the maximum portion of the 2015 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. ( 15 )The 2016 PUA represents the right to receive up to 45% of the reporting person's 2016 base salary, in cash, common stock or a combination of both, as determined by the Committee. The 2016 PUA is allocated in 3 equal amounts (15% of 2016 base salary) to each of 2016, 2017 and 2018 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 date. No portion of the 2016 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 2016 PUA that vests and is payable will increase up to the maximum portion of the 2016 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.

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