Sec Form 4 Filing - SASSINE ANDY @ ACORN ENERGY, INC. - 2014-09-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SASSINE ANDY 2. Issuer Name and Ticker or Trading Symbol ACORN ENERGY, INC. [ ACFN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ACORN ENERGY, INC., 3903 CENTERVILLE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 09/23/2014 (Street) WILMINGTON, DEUS 19807 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares stock options ( 1 ) $ 1.68 09/23/2014 A 57,663 09/23/2015 09/23/2021( 2 ) common stock 57,663 $ 0 57,663 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SASSINE ANDY C/O ACORN ENERGY, INC. 3903 CENTERVILLE ROAD WILMINGTON, DEUS 19807 X Signatures Andy Sassine 09/24/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Formula grant in connection with the reporting person's re-election to the Board of Directors of the issuer. 10,000 of the options were issued pursuant to the issuer's Amended 2006 Stock Option Plan for Non-Employee Directors, and 47,663 of the options were issued pursuant to the issuer's 2006 Stock Incentive Plan. ( 2 )Options shall expire upon the earlier of (a) 9/23/21 or (b) 18 months from the date the reporting person ceases to be a director, officer, employee or consultant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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