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ORION ENERGY SYSTEMS, INC. Director's Dealing 2011

Jun 6, 2011

34783_dirs_2011-06-06_91ad3593-d976-4ee4-9215-9d2110b25f28.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORION ENERGY SYSTEMS, INC. (OESX)
CIK: 0001409375
Period of Report: 2011-06-02

Reporting Person: Gaumer Richard (Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-06-02 Common Stock P 500 $3.999 Acquired 800 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options (right to buy) $3.93 2021-02-04 Common Stock (100000) 100000 Direct
Stock Options (right to buy) $4.19 2021-05-23 Common Stock (15724) 15724 Direct

Footnotes

F1: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted February 4, 2011, vests and becomes exercisable in 20% increments on February 4, 2012, 2013, 2014, 2015 and 2016, respectively

F2: The option will vest and become exercisable immediately only if the Issuer satisfies certain financial performance criteria relating to revenues, net income and free cash flow during the fiscal year ending March 31, 2012, and if the Issuer's stock price equals or exceeds $5.00 per share for at least 20 trading days during any 90-day period during the option's ten-year term.