SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Eisenberg Marc

(Last) (First) (Middle)
C/O ORBCOMM INC.
2115 LINWOOD AVENUE, SUITE 100

(Street)
FORT LEE NJ 07024

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/02/2006
3. Issuer Name and Ticker or Trading Symbol
ORBCOMM Inc. [ ORBC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Marketing Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit (Time Vested)(1) 112,000 D
Restricted Stock Unit (Performance Vested)(2) 112,000 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Redeemable Preferred Stock 02/17/2004 (3) Common Stock 12,898(3) (3) D
Stock Appreciation Right (4) (4) Common Stock 130,000(4) (4) D
Stock Option (right to buy) (5) (5) Common Stock 166,667 2.325 D
Stock Option (right to buy) (6) (6) Common Stock 33,334 2.775 D
Stock Option (right to buy) (7) (7) Common Stock 33,334 3.375 D
Stock Option (right to buy) (8) (8) Common Stock 33,334 4.26 D
Common Stock Warrant 02/17/2004 11/15/2007 Common Stock 5,245 2.325 D
Common Stock Warrant 02/17/2004 05/17/2008 Common Stock 2,623 2.325 D
Stock Option (right to buy) (9) (9) Common Stock 33,334 2.325 D
Series A Convertible Redeemable Preferred Stock 08/13/2004 (3) Common Stock 1,174(3) (3) D
Explanation of Responses:
1. Each Time Vested Restricted Stock Unit ("TV RSU") represents the right to receive one share of common stock. One-third of the TV RSU awards will vest on each of January 1, 2007, January 1, 2008 and January 1, 2009.
2. Each Performance Vested Restricted Stock Unit ("PV RSU") represents the right to receive one share of common stock. One-third of the PV RSU awards will vest based on the achievement by the employee and/or the Company of certain performance targets for each of the fiscal years 2006, 2007 and 2008.
3. The Series A Convertible Redeemable Preferred Stock is convertible into common stock on the basis of two shares of common stock for every three shares of Preferred Stock and has no expiration date.
4. 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 to the date of exercise of the PV SAR. One-third of the PV SAR awards will vest based on the achievement by the employee and/or the Company of certain performance targets for each of the fiscal years 2006, 2007 and 2008. The PV SARs expire on October, 2016 and have an exercise price equal to the initial public offering price.
5. 166,667 Options were issued on February 17, 2004. 68.75% were vested as of such date. The remaining 31.25% vest at a rate of 6.25% of the Option per quarter beginning March 31, 2004. The Options expire on February 17, 2014.
6. 33,334 Options were issued on February 17, 2004. 68.75% were vested as of on such date. The remaining 31.25% vest at a rate of 6.25% of the Option per quarter beginning March 31, 2004. The Options expire on February 17, 2014.
7. 33,334 Options were issued on February 17, 2004. 50% were vested as of on such date. The remaining 50% vest at a rate of 6.25% of the Option per quarter beginning March 31, 2004. The Options expire on February 17, 2014.
8. 33,334 Options were issued on February 17, 2004. 25% were vested as of such date. The remaining 75% vest at a rate of 6.25% of the Option per quarter beginning March 31, 2004. . The Options expire on February 17, 2014.
9. 33,334 Options were issued on February 17, 2004 and vest at a rate of 6.25% per quarter beginning March 31, 2004. The Options expire on February 17, 2014.
/s/ Brad Franco, by power of attorney 11/01/2006
** Signature of Reporting Person 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                POWER OF ATTORNEY




         The undersigned, as a Section 16 reporting person of ORBCOMM Inc. (the
"Company"), hereby constitutes and appoints Christian Le Brun and Brad Franco,
and each of them, the undersigned's true and lawful attorney-in-fact to:

         1. Complete and execute Forms 3, 4, 5 and 144 and other forms and all
amendments thereto as such attorney-in-fact shall in his or her discretion
determine to be required or advisable pursuant to Section 16(a) of the
Securities Exchange Act of 1934 , as amended, and the rules and regulations
promulgated thereunder, or any successor laws and regulations, as a consequence
of the undersigned's ownership, acquisition or disposition of securities of the
Company;

         2. Do and perform any and all acts for and on the behalf of the
undersigned which may be necessary or desirable in order to complete and execute
any such form, complete and execute any amendments thereto, and timely file such
forms with the Securities and Exchange Commission, any securities exchange or
national association, the Company and such other person or agency as the
attorney-in-fact shall deem appropriate; and

         3. Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact,
 may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion. The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney and
the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934, as amended.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the Company and the foregoing attorneys-in-fact.



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         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 31st day of October, 2006.



Signature:   /s/ Marc Eisenberg
          -------------------------------------
Print Name:    Marc Eisenberg