Filing Details
- Accession Number:
- 0000945621-19-000283
- Form Type:
- 13G Filing
- Publication Date:
- 2019-08-22 11:07:16
- Filed By:
- Portsea Master Fund, A Sub-fund Of Portsea Master Fund Sicav Ltd
- Company:
- Orbcomm Inc. (NASDAQ:ORBC)
- Filing Date:
- 2019-08-22
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Portsea Master Fund, a sub-fund of Portsea Master Fund SICAV Ltd | 0 | 1,089,998 | 0 | 1,089,998 | 1,089,998 | 1.4% |
| Portsea Asset Management L | 0 | 1,762,931 | 0 | 1,762,931 | 1,762,931 | 2.2% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
| Orbcomm Inc. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 68555P100 |
| (CUSIP Number) |
| August 12, 2019 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| X | Rule 13d-1(b) |
| Rule 13d-1(c) | |
| Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Portsea Master Fund, a sub-fund of Portsea Master Fund SICAV Ltd | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Malta | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 1,089,998 | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 1,089,998 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,089,998 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.4% | ||
| 12 | TYPE OF REPORTING (SEE INSTRUCTIONS) FI | ||
| 1 | NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Portsea Asset Management LLP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |
| 6 | SHARED VOTING POWER 1,762,931 | ||
| 7 | SOLE DISPOSITIVE POWER 0 | ||
| 8 | SHARED DISPOSITIVE POWER 1,762,931 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,762,931 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.2% | ||
| 12 | TYPE OF REPORTING (SEE INSTRUCTIONS) OO | ||
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ Investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ Parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☒ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);* |
| (k) | ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
* With respect to Portsea Asset Management LLP only.
Portsea Asset Management LLP is an Authorised Firm regulated by the UK Financial Conduct Authority.
| Item 4. | Ownership: | |||||
| (a) | Amount beneficially owned: See item 9 of each cover page.* | |||||
| (b) | Percent of class: See Item 11 of each cover page.* | |||||
| (c) | Number of shares as to which the person has: | |||||
| (i) Sole power to vote or to direct the vote: See Item 5 of each cover page.* | ||||||
| (ii) Shared power to vote or to direct the vote: See Item 6 of each cover page.* | ||||||
| (iii) Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.* | ||||||
| (iv) Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.* | ||||||
| Item 5. | Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than 5% of the class of securities, check the following: ☑ | |||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: Not Applicable. | |||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company: Not Applicable | |||||
| Item 8. | Identification and Classification of Members of the Group: Not Applicable | |||||
| Item 9. | Notice of Dissolution of Group: Not Applicable | |||||
* Portsea Asset Management LLP ("Portsea") is deemed to be the beneficial owner of 1,762,931 shares as of August 12, 2019, or 2.2% of the common stock outstanding as a result of acting as investment adviser to Portsea Master Fund, a sub-fund of Portsea Master Fund SICAV Ltd (the “Master Fund”) and various clients (together with Portsea and the Master Fund, the "Reporting Persons"). The Master Fund for which Portsea acts as investment adviser, may be deemed to beneficially own, 1,089,998 shares as of August 14, 2019, or 1.4% of the common stock outstanding. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Master Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person’s pecuniary interest therein.
The beneficial ownership percentage reported herein is based on 79,754,005 Shares issued and outstanding as of July 29, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, as filed with the Securities and Exchange Commission on July 31, 2019.
| Item 10. | Certification: Each of the Reporting Persons hereby makes the following certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect. |
| Portsea Asset Management LLP also makes the following certification: By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme
applicable to an Authorised Firm regulated by the UK Financial Conduct Authority is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to
the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete and correct.
EXECUTED as a sealed instrument this 22nd day of August, 2019.
| Portsea Master Fund, a sub-fund of Portsea Master Fund SICAV Ltd | |||
| By: | /s/ Matthew Grech | ||
| By: Matthew Grech | |||
| Title: Director | |||
| Portsea Asset Management LLP | |||
| By: | /s/ Chris P. Fincke | ||
| By: Chris P. Fincke | |||
| Title: Chief Compliance Officer |
Exhibit 1
AGREEMENT
Each of the undersigned, pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, hereby agrees
that only one statement containing the information required by Schedule 13G needs be filed with respect to the ownership by each of the undersigned of the shares of common stock of Orbcomm Inc. that the Schedule 13G to which this
Agreement is appended as Exhibit 1 is to be filed with the Securities and Exchange Commission on behalf of each of the undersigned on or about the date hereof.
EXECUTED as a sealed instrument this 22nd day of August, 2019.
| Portsea Master Fund, a sub-fund of Portsea Master Fund SICAV Ltd | |||
| By: | /s/ Matthew Grech | ||
| By: Matthew Grech | |||
| Title: Director | |||
| Portsea Asset Management LLP | |||
| By: | /s/ Chris P. Fincke | ||
| By: Chris P. Fincke | |||
| Title: Chief Compliance Officer |