ORION ENERGY SYSTEMS, INC. — Director's Dealing 2011

Aug 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORION ENERGY SYSTEMS, INC. (OESX)
CIK: 0001409375
Period of Report: 2011-08-09

Reporting Person: Jacobson Tryg C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-09	Common Stock	A	3206	—	Acquired	3206	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-09	Stock Options (right to buy)	$3.12	A	22045	Acquired	2021-08-09	Common Stock (22045)	Direct

Footnotes

F1: Shares granted in lieu of cash for quarterly retainer and annual Committee Chairman fees pursuant to Issuer's 2004 Stock and Incentive Awards Plan.

F2: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted August 9, 2011, vests and becomes exercisable in three equal installments on August 9, 2012, 2013 and 2014, respectively.