Ownership Submission
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, 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 *
  Eisenberg Jerome B
2. Date of Event Requiring Statement (Month/Day/Year)
11/02/2006
3. Issuer Name and Ticker or Trading Symbol
ORBCOMM Inc. [ORBC]
(Last)
(First)
(Middle)
C/O ORBCOMM INC., 2115 LINWOOD AVE. SUITE 100
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 Original Filed(Month/Day/Year)
11/02/2006
(Street)

FORT LEE, NJ 07024
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 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
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eisenberg Jerome B
C/O ORBCOMM INC.
2115 LINWOOD AVE. SUITE 100
FORT LEE, NJ 07024
  X     Chairman, CEO and President  

Signatures

/s/ Brad Franco, by power of attorney 11/13/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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