ORION ENERGY SYSTEMS, INC. — Director's Dealing 2016

Jun 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORION ENERGY SYSTEMS, INC. (OESX)
CIK: 0001409375
Period of Report: 2016-06-07

Reporting Person: Meade Marc (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-07	Common Stock	A	99051	—	Acquired	214849	Direct
2016-06-08	Common Stock	P	3500	$1.4283	Acquired	218349	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 June 7, 2017, 2018 and 2019, respectively.

F2: The price in Column 4 is a weighted average price. The prices actually received ranged from $1.42 to $1.4298. 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 sold 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 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.

F4: 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.

F5: 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.

F6: 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.