Sec Form 4 Filing - Grohmann Eckhart G @ ORION ENERGY SYSTEMS, INC. - 2008-08-08

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 Grohmann Eckhart G 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) _____ Other (specify below) (Last) (First) (Middle) ALUMINUM CASTING & ENG., CO.,, 2039 S. LENOX ST. 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2008 (Street) MILWAUKEE, WI53207-1209 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 08/08/2008 A 1,869 A $ 0 ( 1 ) 4,553 D Common Stock 1,270,000 I By Trust ( 2 )

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) $ 0.75 ( 3 ) 06/29/2015 Common Stock 10,000 10,000 D Stock Options (right to buy) $ 4.49 07/27/2008( 4 ) 07/27/2017 Common Stock 10,000 10,000 D Stock Options (right to buy) $ 11.61 05/19/2009( 5 ) 05/19/2018 Common Stock 14,851 14,851 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Grohmann Eckhart G ALUMINUM CASTING & ENG., CO., 2039 S. LENOX ST. MILWAUKEE, WI53207-1209 X Signatures Peter C. Underwood, Attorney-in-Fact 08/12/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares granted in lieu of cash for quarterly retainer fees pursuant to Issuer's 2004 Stock and Incentive Awards Plan. ( 2 )Held by the Eckhart Grohmann Revocable Trust. ( 3 )Grant to reporting person of option to buy shares under the 2003 Stock Option Plan. This option, granted June 29, 2005, vests and becomes exercisable in 25% increments on March 31, 2006, 2007, 2008 and 2009, respectively. ( 4 )Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted July 27, 2007, became fully exercisable on July 27, 2008. ( 5 )Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 19, 2008, vests and becomes exercisable in three equal installments on May 19, 2009, 2010 and 2011, 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).

** 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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