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

Aug 31, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORION ENERGY SYSTEMS, INC. (OESX)
CIK: 0001409375
Period of Report: 2010-08-30

Reporting Person: KACKLEY JAMES R (Director, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-30	Common Stock	P	10000	$2.2854	Acquired	197976	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$4.49	2017-07-27	Common Stock (10000)	10000	Direct
Stock Options (right to buy)	$11.61	2018-05-19	Common Stock (14851)	14851	Direct
Stock Options (right to buy)	$3.78	2019-05-19	Common Stock (10583)	10583	Direct
Stock Options (right to buy)	$3.49	2019-08-03	Common Stock (35000)	35000	Direct
Stock Options (right to buy)	$3.46	2020-05-18	Common Stock (19912)	19912	Direct

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually received ranged from $2.279 to $2.30. 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.

F2: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted July 27, 2007, became fully exercisable on July 27, 2008.

F3: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 19, 2008, vests and becomes exercisable in three equal installments on May 19, 2009, 2010 and 2011, respectively.

F4: 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 three equal installments on May 19, 2010, 2011 and 2012, respectively.

F5: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted August 3, 2009, vests and becomes exercisable upon any termination of employment other than a termination for cause.

F6: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 18, 2010, vests and becomes exercisable in three equal installments on May 18, 2011, 2012 and 2013, respectively.