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

Feb 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORION ENERGY SYSTEMS, INC. (OESX)
CIK: 0001409375
Period of Report: 2011-01-31

Reporting Person: Jensen Scott R (CFO and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-31	Common Stock	M	1000	$2.25	Acquired	13000	Direct
2011-01-31	Common Stock	S	1000	$4.75	Disposed	12000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-31	Stock Options (right to buy)	$2.25	M	1000	Disposed	2014-08-30	Common Stock (1000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$2.20	2017-03-01	Common Stock (25000)	25000	Direct
Stock Options (right to buy)	$5.35	2018-08-08	Common Stock (16502)	16502	Direct
Stock Options (right to buy)	$3.78	2019-05-19	Common Stock (11759)	11759	Direct
Stock Options (right to buy)	$5.44	2020-02-05	Common Stock (100000)	100000	Direct
Stock Options (right to buy)	$3.46	2020-05-18	Common Stock (10329)	10329	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 28, 2010.

F2: Grant to reporting person of option to buy shares under the 2003 Stock Option Plan. This option, granted August 30, 2004, vests as to 4,000 shares on each of March 31, 2008 and 2009, respectively.

F3: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted March 1, 2007, vests and becomes exercisable in 20% increments on March 1, 2008, 2009, 2010, 2011 and 2012, respectively.

F4: 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.

F5: 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.

F6: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted February 5, 2010, vests and becomes exercisable in 20% increments on February 5, 2011, 2012, 2013, 2014 and 2015, respectively.

F7: 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 20% increments on May 18, 2011, 2012, 2013, 2014 and 2015, respectively.