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

Nov 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORION ENERGY SYSTEMS, INC. (OESX)
CIK: 0001409375
Period of Report: 2012-11-13

Reporting Person: Jacobson Tryg C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-13	Common Stock	P	5000	$1.6997	Acquired	27785	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$3.12	2021-08-09	Common Stock (22045)	22045	Direct
Stock Options (right to buy)	$2.03	2022-06-12	Common Stock (26646)	26646	Direct

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually paid ranged from $1.69 to $1.70. 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.

F2: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted August 9, 2011, vests and becomes exercisable in three equal installments on August 9, 2012, 2013 and 2014, respectively.

F3: 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.