ORION ENERGY SYSTEMS, INC. — Director's Dealing 2014

Feb 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORION ENERGY SYSTEMS, INC. (OESX)
CIK: 0001409375
Period of Report: 2014-02-10

Reporting Person: Leslie James D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-10	Common Stock	A	2000	—	Acquired	16913	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$2.41	2023-05-28	Common Stock (36568)	36568	Direct

Footnotes

F1: Shares granted in lieu of cash for quarterly retainer and annual Committee Chairman fees pursuant to Issuer's 2004 Stock and Incentive Awards Plan.

F2: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 28, 2013, vests and becomes exercisable in three equal installments on December 31, 2013, 2014 and 2015, respectively.