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

Nov 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORION ENERGY SYSTEMS, INC. (OESX)
CIK: 0001409375
Period of Report: 2012-11-16

Reporting Person: Scribante John H (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-16	Common Stock	P	1800	$1.34	Acquired	21800	Indirect
2012-11-19	Common Stock	P	2200	$1.4477	Acquired	24000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50000	Direct
Common Stock	23815	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$2.25	2014-07-31	Common Stock (25000)	25000	Direct
Stock Options (right to buy)	$2.50	2016-06-02	Common Stock (40000)	40000	Direct
Stock Options (right to buy)	$5.35	2018-08-08	Common Stock (21452)	21452	Direct
Stock Options (right to buy)	$3.78	2019-05-19	Common Stock (11759)	11759	Direct
Stock Options (right to buy)	$3.01	2019-09-01	Common Stock (250000)	250000	Direct
Stock Options (right to buy)	$3.46	2020-05-18	Common Stock (16731)	16731	Direct
Stock Options (right to buy)	$2.03	2022-06-12	Common Stock (100000)	100000	Direct
Stock Options (right to buy)	$1.62	2022-11-12	Common Stock (100000)	100000	Direct

Footnotes

F1: By the John H. Scribante and Tina M. Scribante TR UA 06/05/01 TMS Trust.

F2: The price in Column 4 is a weighted average price. The prices actually paid ranged from $1.43 to $1.45. 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 purchased at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

F3: Grant to reporting person of option to buy shares under the 2003 Stock Option Plan. This option, granted July 31, 2004, became fully exercisable on March 31, 2010.

F4: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted June 2, 2006, became fully exercisable on March 31, 2011.

F5: 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.

F6: 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.

F7: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted September 1, 2009, will vest and become exercisable in 50,000 share increments when the average trading price of the Issuer's common stock equals or exceeds $4.00, $5.00, $6.00, $7.00 and $ 8.00 per share.

F8: 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.

F9: 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 20% increments on June 12, 2013, 2014, 2015, 2016 and 2017, respectively.

F10: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted November 12, 2012, vests and becomes exercisable in three equal installments on November 12, 2013, 2014 and 2015, respectively.