Sec Form 4 Filing - Milcos Constantine @ ORBCOMM Inc. - 2020-12-07

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) EVP and CFO (Last) (First) (Middle) C/O ORBCOMM, INC., 395 W. PASSAIC STREET, SUITE 325 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2020 (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 65,197 ( 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 Restricted Stock Unit (Performance Vested) $ 0 ( 2 ) 12/07/2020 A 24,311 ( 2 ) ( 2 ) Common Stock 24,311 $ 0 24,311 D Restricted Stock Unit (Time Vested) $ 0 ( 3 ) 12/07/2020 A 24,311 ( 3 ) ( 3 ) Common Stock 24,311 $ 0 24,311 D Performance Right (Performance Unit Award) ( 4 ) ( 5 ) 12/07/2020 A 0 ( 4 ) ( 5 ) ( 4 )( 5 ) ( 4 )( 5 ) Common Stock ( 4 ) ( 5 ) $ 0 0 ( 4 ) ( 5 ) D Stock Appreciation Right $ 6.6 ( 6 ) ( 6 ) Common Stock 6,100 ( 6 ) 6,100 D Stock Appreciation Right $ 5.92 ( 7 ) ( 7 ) Common Stock 6,100 ( 7 ) 6,100 D Restricted Stock Unit (Performance Vested) $ 0 ( 8 ) ( 8 ) ( 8 ) Common Stock 38,265 38,265 D Restricted Stock Unit (Time Vested) $ 0 ( 9 ) ( 9 ) ( 9 ) Common Stock 38,265 38,265 D Performance Right (Performance Unit Award) ( 10 ) ( 10 ) ( 10 ) Common Stock ( 10 ) 0 ( 10 ) D Performance Right (Performance Unit Award) ( 11 ) ( 11 ) ( 11 ) Common Stock ( 11 ) 0 ( 11 ) 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 EVP and CFO Signatures /s/ Christian Le Brun, by power of attorney 12/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 2000 and 2000 shares of common stock acquired on May 31, 2020 and November 30, 2020, respectively, under the ORBCOMM Inc. (the "Company") 2016 Employee Stock Purchase Plan in transactions that were exempt under Rule 16b-3(c). ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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 Ve sted 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 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. ( 9 )Each TV RSU represents the right to receive one share of common stock or its cash equivalent on the vesting date, January 1, 2021. ( 10 )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. ( 11 )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.

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

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