ENERGY FOCUS, INC/DE — Director's Dealing 2013

Feb 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENERGY FOCUS, INC/DE (EFOI)
CIK: 0000924168
Period of Report: 2013-02-26

Reporting Person: DAVENPORT JOHN (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-26	Stock option	$0.2349	A	20000	Acquired	2023-02-26	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Stock	223725	Direct
Common Stock	71557	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrant for Common Stock	$1.97	2013-03-14	Common Stock (15600)	15600	Direct
Warrant for Common Stock	$0.01	2014-12-30	Common Stock (125000)	140600	Direct
Stock option	$7.23	2013-12-04	Common Stock (20000)	160600	Direct
Stock option	$7.23	2014-05-19	Common Stock (20000)	180600	Direct
Stock option	$6.36	2017-04-19	Common Stock (50000)	230600	Direct
Stock option	$2	2018-05-06	Common Stock (100000)	330600	Direct
Stock option	$9.60	2015-06-28	Common Stock (59000)	389600	Direct
Stock option	$1.07	2021-01-18	Common Stock (75000)	464600	Direct

Footnotes

F1: 25% is exercisable on the date shown, which is the first anniversay following the grant date. The remaining 75% is exercisable in equal monthly installments over the following 36 months.

F2: 25% of target granted options are earned if 2013 revenues meet of exceed 85% of budget, and/or 75% of target granted options are earned if 2013 EBITDA meet or exceed 85% of budget.

F3: Options EARNED will vest as follows: 1/3rd on March 31, 2014, and the remaining 2/3rd's monthly over the following 24 months ending March 31, 2016.

F4: Date applies to options EARNED. If the options granted are not EARNED, the option grants are terminated.

F5: See Remarks section.