ORION ENERGY SYSTEMS, INC. — Director's Dealing 2010

Mar 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORION ENERGY SYSTEMS, INC. (OESX)
CIK: 0001409375
Period of Report: 2010-03-02

Reporting Person: Verfuerth Patricia A (VP of Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-02	Common Stock	S	20000	$5.4165	Disposed	1937861	Indirect
2010-03-03	Common Stock	S	20000	$5.3133	Disposed	1917861	Indirect
2010-03-04	Common Stock	S	20000	$5.1883	Disposed	1897861	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	769234	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$2.2	2016-12-20	Common Stock (40000)	40000	Direct
Stock Options (right to buy)	$5.35	2018-08-08	Common Stock (1650)	1650	Direct
Stock Options (right to buy)	$4.49	2011-07-27	Common Stock (125974)	125974	Direct
Stock Options (right to buy)	$2.2	2016-12-20	Common Stock (204546)	204546	Indirect
Stock Options (right to buy)	$5.35	2018-08-08	Common Stock (108911)	108911	Indirect
Stock Options (right to buy)	$3.78	2019-05-19	Common Stock (35276)	35276	Indirect
Stock Options (right to buy)	$4.49	2011-07-27	Common Stock (180958)	180958	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the spouse of the reporting person on February 16, 2010.

F2: The price in Column 4 is a weighted average price. The prices actually received ranged from $5.3290 to $5.5625. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

F3: The price in Column 4 is a weighted average price. The prices actually received ranged from $5.2500 to $5.4310. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

F4: The price in Column 4 is a weighted average price. The prices actually received ranged from $5.11 to $5.30. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

F5: Grant to reporting person of option to buy shares under the 2004 Equity Incentive Plan. This option, granted December 20, 2006, vests and becomes exercisable in 20% increments on December 20, 2007, 2008, 2009, 2010 and 2011, respectively.

F6: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted August 8, 2008, vests and becomes exercisable in 20% increments on August 8, 2009, 2010, 2011, 2012 and 2013, respectively.

F7: Grant to reporting person of option to buy shares under the 2004 Equity Incentive Plan. This option, granted July 27, 2007, becomes fully exercisable on 07/27/2008.

F8: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 19, 2009, vests and becomes exercisable in 20% increments on May 19, 2010, 2011, 2012, 2013 and 2014, respectively.

F9: Grant to reporting person of option to buy shares under the 2004 Equity Incentive Plan. This option, granted July 27, 2007, becomes fully exercisable on July 27, 2008.