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

Jun 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORION ENERGY SYSTEMS, INC. (OESX)
CIK: 0001409375
Period of Report: 2012-06-12

Reporting Person: Williamson Mark C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-12	Stock Options (right to buy)	$2.03	A	26646	Acquired	2022-06-12	Common Stock (26646)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$3.78	2019-05-19	Common Stock (10583)	10583	Direct
Stock Options (right to buy)	$3.46	2020-05-18	Common Stock (19912)	19912	Direct
Stock Options (right to buy)	$4.19	2021-05-23	Common Stock (22045)	22045	Direct

Footnotes

F1: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted June 12, 2012, vests and becomes exercisable in three equal installments on June 12, 2013, 2014 and 2015, respectively.

F2: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 19, 2009, became fully exercisable on May 19, 2012.

F3: 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 three equal installments on May 18, 2011, 2012 and 2013, respectively.

F4: 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 three equal installments on May 23, 2012, 2013 and 2014, respectively.