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

May 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORION ENERGY SYSTEMS, INC. (OESX)
CIK: 0001409375
Period of Report: 2011-05-23

Reporting Person: Harris Michael W (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-23	Stock Options (right to buy)	$4.19	A	17960	Acquired	2021-05-23	Common Stock (17960)	Direct
2011-05-23	Stock Options (right to buy)	$4.19	A	58000	Acquired	2021-05-23	Common Stock (58000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1820	Indirect
Common Stock	1812	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$3.45	2020-11-01	Common Stock (50000)	50000	Direct

Footnotes

F1: 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.

F2: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 23, 2011, vests and becomes exercisable in 20% increments on May 23, 2012, 2013, 2014, 2015 and 2016, respectively.

F3: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted November 1, 2010, vests and becomes exercisable in 20% increments on November 1, 2011, 2012, 2013, 2014 and 2015, respectively.