SEC FORM 3/A 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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Eisenberg Jerome B

(Last) (First) (Middle)
C/O ORBCOMM INC.
2115 LINWOOD AVE. 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, CEO and President
5. If Amendment, Date of Original Filed (Month/Day/Year)
11/02/2006
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)
Common Stock 702,832 D
Restricted Stock Unit (Time Vested)(1) 149,334 D
Restricted Stock Unit (Performance Vested)(2) 149,334 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 10/08/2005 (3) Common Stock 133,333(3) (3) D
Stock Appreciation Right (4) (4) Common Stock 150,000 (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 10,490 2.325 D
Common Stock Warrant 02/17/2004 03/10/2008 Common Stock 11,802 2.325 D
Common Stock Warrant 02/17/2004 05/17/2008 Common Stock 5,582 2.325 D
Common Stock Warrant 02/17/2004 10/03/2008 Common Stock 15,736 2.325 D
Common Stock Warrant 02/17/2004 11/17/2008 Common Stock 248 2.325 D
Stock Option (right to buy) (9) (9) Common Stock 33,334 2.325 D
Series A Convertible Redeemable Preferred Stock 10/30/2004 (3) Common Stock 20,000(3) (3) I by Cynthia Eisenberg
Series B Convertible Redeemable Preferred Stock 10/16/2006(11) (10) Common Stock 15,550(12) (10) D
Series A Convertible Redeemable Preferred Stock 02/17/2004 (3) Common Stock 88,950(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 in 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 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 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.
10. The Series B Convertible Redeemable Preferred Stock in 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.
11. The original Form 3 reported 10/16/2004 as the date exercisable due to a clerical error.
12. The original Form 3 reported 15,500 as the number of shares underlying derivative security due to a clerical error.
/s/ Brad Franco, by power of attorney 11/13/2006
** 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.