Sec Form 4 Filing - Scribante John H @ ORION ENERGY SYSTEMS, INC. - 2017-07-06

Insider filing report for Changes in Beneficial Ownership
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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
Scribante John H
2. Issuer Name and Ticker or Trading Symbol
ORION ENERGY SYSTEMS, INC. [ OESX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Retired
(Last) (First) (Middle)
2210 WOODLAND DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
07/06/2017
(Street)
MANITOWOC, WI54220
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
Common Stock 07/06/2017 S 400 D $ 1.315 226,816 I By TMS Trust ( 1 )
Common Stock 40,000 I By IRA
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 (right to buy) $ 5.35 ( 2 ) 08/08/2018 Common Stock 21,452 21,452 D
Stock Options (right to buy) $ 3.78 ( 3 ) 05/19/2019 Common Stock 11,759 11,759 D
Stock Options (right to buy) $ 3.01 ( 4 ) 09/01/2019 Common Stock 200,000 ( 4 ) 200,000 ( 4 ) D
Stock Options (right to buy) $ 3.46 ( 5 ) 05/18/2020 Common Stock 16,731 16,731 D
Stock Options (right to buy) $ 2.03 ( 6 ) 06/12/2022 Common Stock 80,000 ( 6 ) 80,000 ( 6 ) D
Stock Options (right to buy) $ 1.62 ( 7 ) 11/12/2022 Common Stock 100,000 100,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Scribante John H
2210 WOODLAND DRIVE
MANITOWOC, WI54220
X Retired
Signatures
/s/ Steven R. Barth, Attorney-in-Fact for John H. Scribante 07/07/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )By the John H. Scribante and Tina M. Scribante TR UA 06/05/01 TMS Trust.
( 2 )Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted August 8, 2008, became exercisable in 20% increments on August 8, 2009, 2010, 2011, 2012 and 2013, respectively.
( 3 )Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 19, 2009, became exercisable in 20% increments on May 19, 2010, 2011, 2012, 2013 and 2014, respectively.
( 4 )Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted September 1, 2009, became exercisable in 50,000 share increments when the average trading price of the Issuer's common stock equals or exceeds $4.00, $5.00, $6.00, $7.00 and $ 8.00 per share.
( 5 )Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 18, 2010, became exercisable in 20% increments on May 18, 2011, 2012, 2013, 2014 and 2015, respectively.
( 6 )Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted June 12, 2012, became exercisable in four equal installments on June 12, 2013, 2014, 2015 and 2016, respectively.
( 7 )Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted November 12, 2012, became exercisable in three equal installments on November 12, 2013, 2014 and 2015, respectively.

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).
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