ORION ENERGY SYSTEMS, INC. — Director's Dealing 2012

Jun 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORION ENERGY SYSTEMS, INC. (OESX)
CIK: 0001409375
Period of Report: 2012-06-14

Reporting Person: Kardish Paul J. (VP - General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-14	Common Stock	P	1900	$2.087	Acquired	4900	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$2.75	2021-11-07	Common Stock (100000)	100000	Direct

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually paid ranged from $2.06 to $2.10. 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 November 7, 2011, vests and becomes exercisable in 20% increments on November 7, 2012, 2013, 2014, 2015 and 2016, respectively