ENERGY FOCUS, INC/DE — Director's Dealing 2016

Apr 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENERGY FOCUS, INC/DE (EFOI)
CIK: 0000924168
Period of Report: 2016-03-14

Reporting Person: Cohen William (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-14	Common Stock	P	1259	$7.88	Acquired	1259	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-16	Restricted Stock Units	$0.0	A	490	Acquired	2019-04-16	Common Stock (490.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	600000	Indirect
Common Stock	108695	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$5.5	2024-07-15	Common Stock (5000.0)	5000	Direct
Stock Option	$10.36	2025-07-23	Common Stock (5000.0)	5000	Direct
Stock Option	$5.95	2024-11-04	Common Stock (750.0)	750	Indirect
Restricted Stock Units	$0.0	2017-03-16	Common Stock (750.0)	750	Indirect

Footnotes

F1: William Cohen is the Manager and controlling Member of Costar Partners II, LLC.

F2: These securities are held by the reporting person's son. The reporting person disclaims beneficial ownership of the securities.

F3: Date applies to 1/12th of the total as options vest monthly over a twelve month period.

F4: Date applies to one-fourth of the total. The remaining three-fourths vest in equal monthly installments thereafter over a 3 year period.

F5: The Restricted Stock Units vest 100% on 3/16/2017, subject to continued employment.

F6: Date applies to one-third of the total. Another one-third vests two years from the grant date and the final one-third vests three years from the grant date.