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ORION ENERGY SYSTEMS, INC. Director's Dealing 2015

May 27, 2015

34783_dirs_2015-05-27_9a5ed144-10ea-4eb4-88e2-18212d0716da.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORION ENERGY SYSTEMS, INC. (OESX)
CIK: 0001409375
Period of Report: 2015-05-26

Reporting Person: Meade Marc (Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-05-26 Common Stock A 61851 Acquired 101798 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options (right to buy) $4.70 2020-02-01 Common Stock (5000) 5000 Direct
Stock Options (right to buy) $3.46 2020-05-18 Common Stock (20000) 20000 Direct
Stock Options (right to buy) $3.45 2020-11-01 Common Stock (25000) 25000 Direct
Stock Options (right to buy) $2.05 2023-02-01 Common Stock (20000) 20000 Direct

Footnotes

F1: Restricted stock granted to the reporting person under the 2004 Stock and Incentive Awards Plan. The restricted stock vests and becomes exercisable with respect to 1/3 of the restricted stock on each of May 26, 2016, 2017 and 2018, respectively.

F2: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted February 1, 2010, vests and becomes exercisable in 20% increments on February 1, 2011, 2012, 2013, 2014 and 2015, respectively.

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 10% increments on May 18, 2011, 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019 and 2020, respectively.

F4: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted November 1, 2010, vests and becomes exercisable in 20% increments on November 1, 2011, 2012, 2013, 2014 and 2015, respectively.

F5: Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted February 1, 2013, vests and becomes exercisable in 20% increments on February 1, 2014, 2015, 2016, 2017 and 2018, respectively.