Sec Form 4 Filing - Milcos Constantine @ ORBCOMM Inc. - 2017-08-17

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 Milcos Constantine 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) Sr VP Chief Accounting Officer (Last) (First) (Middle) C/O ORBCOMM, INC., 395 W. PASSAIC STREET SUITE 325 3. Date of Earliest Transaction (MM/DD/YY) 08/17/2017 (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 08/17/2017 M 24,000 A $ 5.14 39,047 ( 1 ) D Common Stock 08/17/2017 D 10,888 ( 2 ) D $ 11.33 28,159 ( 1 ) D Common Stock 08/17/2017 S 13,832 D $ 11.269 ( 3 ) 14,327 ( 1 ) 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 Stock Appreciation Right $ 5.14 08/17/2017 M 24,000 ( 4 ) ( 4 ) Common Stock 24,000 ( 4 ) $ 0 0 D Restricted Stock Unit (Performance Vested) ( 5 ) ( 5 ) ( 5 ) Common Stock 2,183 2,183 D Restricted Stock Unit (Time Vested) ( 6 ) ( 6 ) ( 6 ) Common Stock 2,184 2,184 D Stock Appreciation Right $ 6.6 ( 7 ) ( 7 ) Common Stock 6,100 ( 7 ) 6,100 D Stock Appreciation Right $ 5.92 ( 8 ) ( 8 ) Common Stock 6,100 ( 8 ) 6,100 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Milcos Constantine C/O ORBCOMM, INC. 395 W. PASSAIC STREET SUITE 325 ROCHELLE PARK, NJ07662 Sr VP Chief Accounting Officer Signatures /s/ Christian Le Brun, by power of attorney 08/21/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 1,300 and 1,240 shares of common stock acquired on November 30, 2016 and May 31, 2017, respectively, under the ORBCOMM Inc. (the "Company") 2016 Employee Stock Purchase Plan in transactions that were exempt under Rule 16b-3(c). ( 2 )Represents the difference between the nominal number of SARs exercised (24,000) and the actual number of shares issued as a result of the exercise (13,112), which are deemed sold back to the Company, with an aggregate value, based on the fair market value of the common stock as of the date of exercise, equal to the aggregate exercise price of the SARs being exercised. The number of shares actually issued upon the SAR exercise is determined by multiplying the nominal number of SARs being exercised by the difference between the fair market value of the common stock as of the date of exercise ($11.33) and the exercise price ($5.14). ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.25 to $11.33, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. ( 4 )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 (September 25, 2013) to the date of exercise of the TV SAR. The TV SAR awards vested on September 25, 2014. The TV SAR awards expire on September 25, 2023 and have an exercise price of $5.14 per share, the closing price of the common stock on the grant date. ( 5 )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 2017. ( 6 )Each Time Vested Restricted Stock Unit represents the right to receive one share of common stock or its cash equivalent on the vesting date, January 1, 2018. ( 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 to the date of exercise of the TV SAR. The TV SAR awards vested on January 1, 2016. The TV SAR awards will 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. ( 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 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.

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

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