Sec Form 3 Filing - Schiff Peter @ ORBCOMM Inc. - 2006-11-02

FORM 3 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 Schiff Peter 2. Issuer Name and Ticker or Trading Symbol ORBCOMM Inc. [ ORBC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ORBCOMM INC., 2115 LINWOOD AVENUE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 11/02/2006 (Street) FORT LEE, NJ07024 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 170,101 ( 1 ) I by Northwood Ventures LLC Common Stock 30,018 ( 1 ) I by Northwood Capital Partners LLC Common Stock 155,264 ( 1 ) I by Northwood Ventures LLC Common Stock 27,400 ( 1 ) I by Northwood Capital Partners LLC

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 Series A Convertible Redeemable Preferred Stock ( 2 ) 12/17/2004 ( 2 ) Common Stock 80,483 ( 1 ) I by Northwood Capital Partners LLC Series A Convertible Redeemable Preferred Stock ( 2 ) 02/17/2004 ( 2 ) Common Stock 339,988 ( 1 ) I by Northwood Ventures LLC Series A Convertible Redeemable Preferred Stock ( 2 ) 08/13/2004 ( 2 ) Common Stock 388,877 ( 1 ) I by Northwood Ventures LLC Series A Convertible Redeemable Preferred Stock ( 2 ) 08/13/2004 ( 2 ) Common Stock 80,609 ( 1 ) I by Northwood Capital Partners LLC Series A Convertible Redeemable Preferred Stock ( 2 ) 12/30/2005 ( 2 ) Common Stock 25,795 ( 1 ) I by SK Partners Series A Convertible Redeemable Preferred Stock ( 2 ) 08/13/2004 ( 2 ) Common Stock 2,347 ( 1 ) I by SK Partners Series B Convertible Redeemable Preferred Stock ( 3 ) 12/30/2005 ( 3 ) Common Stock 52,936 ( 1 ) I by Northwood Capital Partners LLC Series B Convertible Redeemable Preferred Stock ( 3 ) 12/30/2005 ( 3 ) Common Stock 277,915 ( 1 ) I by Northwood Ventures LLC Series B Convertible Redeemable Preferred Stock ( 3 ) 12/30/2005 ( 3 ) Common Stock 8,271 ( 1 ) I by SK Partners Series B Convertible Redeemable Preferred Stock ( 3 ) 12/30/2005 ( 3 ) Common Stock 1,654 ( 1 ) I by Richard K. Webel Trust Series A Convertible Redeemable Preferred Stock ( 2 ) 02/17/2004 ( 2 ) Common Stock 6,449 ( 1 ) I by Richard K. Webel Trust Series A Convertible Redeemable Preferred Stock ( 2 ) 08/13/2004 ( 2 ) Common Stock 587 ( 1 ) I by Richard K. Webel Trust Common Stock Warrants $ 2.325 11/15/2002 11/15/2007 Common Stock 15,735 ( 1 ) I by Northwood Ventures LLC Common Stock Warrants $ 2.325 05/17/2003 05/17/2008 Common Stock 7,868 ( 1 ) I by Northwood Ventures LLC Common Stock Warrants $ 2.325 09/03/2003 09/03/2008 Common Stock 69,234 ( 1 ) I by Northwood Ventures LLC Common Stock Warrants $ 2.325 11/15/2002 11/15/2007 Common Stock 5,245 ( 1 ) I by Northwood Capital Partners LLC Common Stock Warrants $ 2.325 05/17/2003 05/17/2008 Common Stock 2,623 ( 1 ) I by Northwood Capital Partners LLC Common Stock Warrants $ 2.325 09/03/2003 09/03/2008 Common Stock 12,588 ( 1 ) I by Northwood Capital Partners LLC Common Stock Warrants $ 2.325 12/23/2002 11/15/2007 Common Stock 10,490 ( 1 ) I by SK Partners Common Stock Warrants $ 2.325 05/17/2003 05/17/2008 Common Stock 5,245 ( 1 ) I by SK Partners Common Stock Warrants $ 2.325 12/23/2002 11/15/2007 Common Stock 2,623 ( 1 ) I by Richard K. Webel Trust Common Stock Warrants $ 2.325 05/17/2003 05/17/2008 Common Stock 1,312 ( 1 ) I by Richard K. Webel Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schiff Peter C/O ORBCOMM INC. 2115 LINWOOD AVENUE, SUITE 100 FORT LEE, NJ07024 X Signatures /s/ Brad Franco, by power of attorney 11/02/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Schiff is President of Northwood Ventures LLC and Northwood Capital Partners LLC and is also Managing GeneralPartner of SK Partners and trustee of the Richard K. Webel Trust. Mr. Schiff disclaims beneficial ownership of the sharesheld by Northwood Ventures LLC, Northwood Capital Partners LLC, SK Partners and Richard K. Webel Trust except to theextent of his respective pecuniary interest therein. The inclusion of these shares in this report shall not be deemed anadmission of beneficial ownership of all the reported shares for purposes of Section 16 or any other purpose. ( 2 )The Series A Convertible Redeemable Preferred Stock is convertible into common stock on the basis of two shares ofcommon stock for every three shares of Preferred Stock and has no expiration date. ( 3 )The Series B Convertible Redeemable Preferred Stock is convertible into common stock on the basis of two shares ofcommon stock for every three shares of Preferred Stock and has no expiration date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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