Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ford Michael W.
  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
_____ Officer (give title below) _____ Other (specify below)
EVP & Chief Financial Officer
(Last)
(First)
(Middle)
C/O ORBCOMM INC., 395 W. PASSAIC STREET, SUITE 325
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2018
(Street)

ROCHELLE PARK, NJ 07662
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/31/2018   M   704 A $ 8.26 (1) 704 D  
Common Stock 01/01/2019   M   4,651 A (2) 5,355 D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Performance Right (Performance Unit Award) (1) 12/31/2018   M     704   (1)   (1) Common Stock 704 (1) $ 0 0 (1) D  
Restricted Stock Unit (Time Vested) $ 0 (2) 01/01/2019   M     4,651   (2)   (2) Common Stock 4,651 $ 0 0 D  
Restricted Stock Unit (Performance Vested) $ 0 (3)               (3)   (3) Common Stock 4,651   4,651 D  
Restricted Stock Unit (Performance Vested) $ 0 (4)               (4)   (4) Common Stock 16,575   16,575 D  
Restricted Stock Unit (Time Vested) $ 0 (5)               (5)   (5) Common Stock 16,574   16,574 D  
Performance Right (Performance Unit Award) (6) (7)               (6)(7)   (6)(7) Common Stock (6) (7)   0 (6) (7) D  
Performance Right (Performance Unit Award) (8)               (8)   (8) Common Stock (8)   0 (8) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ford Michael W.
C/O ORBCOMM INC.
395 W. PASSAIC STREET, SUITE 325
ROCHELLE PARK, NJ 07662
      EVP & Chief Financial Officer  

Signatures

 /s/ Christian Le Brun, by power of attorney   01/03/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares issued upon the vesting and deemed exercise of the first portion of the 2018 Performance Unit Award ("PUA") relating to fiscal year 2018 based on the stock of ORBCOMM Inc. (the "Company") exceeding the stock price level required to earn a portion of the 2018 PUA allocated to fiscal year 2018 (2% of the reporting person's 2018 base salary) as determined by the Compensation Committee (the "Committee"). With respect to fiscal year 2018, the Committee determined that the payout would be made in shares of common stock based on the closing price of the Company's common stock on December 31, 2018 of $8.26 per share (see footnotes 6 and 7 below for additional information on vesting terms of the 2018 PUA).
(2) Each Time Vested Restricted Stock Unit ("TV RSU") represented the right to receive one share of common stock or its cash equivalent, all of which vested on January 1, 2019.
(3) 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 2018.
(4) 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 2019.
(5) Each TV RSU represents the right to receive one share of common stock or its cash equivalent on the vesting date, January 1, 2020.
(6) The 2018 PUA represents the right to receive up to 35% of the reporting person's 2018 base salary, in cash, common stock, or a combination of both, as determined by the Committee. The 2018 PUA was allocated in the following amounts: 5% of 2018 base salary for 2018, 15% of 2018 base salary for 2019 and 15% of 2018 base salary for 2020, and vests and is 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 2018 PUA vests 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 2018 PUA that vests and is payable will increase up to the maximum portion of the 2018 PUA allocated to that year.
(7) The market price of the Company's common stock as of 12/31 of each year is based on average daily closing prices of the common stock for the 20 trading days immediately prior to 12/31.
(8) The 2019 PUA represents the right to receive up to 45% 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 was allocated in 3 equal amounts (15% of 2019 base salary) to each of 2019, 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 will vest and be 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.

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