Sec Form 4 Filing - LOEB JAN H @ ACORN ENERGY, INC. - 2015-08-13

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 LOEB JAN H 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) 3412 PROGRESS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/13/2015 (Street) BENSALEM, PA19020 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 08/13/2015 P 850,000 A 850,000 I See Footnote ( 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 ( 3 ) $ 0.2 08/13/2015 A 25,000 ( 4 ) 08/13/2022( 5 ) Common Stock 25,000 $ 0 25,000 D Vested Share Rights ( 1 ) 08/13/2015 P 2,150,004 ( 6 ) ( 7 ) ( 7 ) Common Stock 2,150,004 $ 0 2,150,004 I See Footnote ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LOEB JAN H 3412 PROGRESS DRIVE BENSALEM, PA19020 X Signatures /s/ Jan Loeb 08/17/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Granted pursuant to a Loan and Security Agreement, dated August 13, 2015, under which the Issuer borrowed $2,000,000 (the "Loan") from Leap Tide Capital Partners III, LLC ("Leap Tide"). ( 2 )The shares are held by Leap Tide Capital Partners III, LLC. Mr. Loeb is the sole manager of Leap Tide Capital Partners III, LLC, with sole voting and dispositive power over the shares. Mr. Loeb disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. ( 3 )Awarded upon Mr. Loeb's appointment as Director on the terms set forth for initial grants to new directors pursuant to the Issuer's Amended 2006 Stock Option Plan For Non-Employee Directors. Reservation of the shares issuable upon exercise of the options will be made when the Issuer has sufficient authorized but unissued shares to cover such issuance. ( 4 )One-third of the options vest and become exercisable on each of the first, second and third anniversaries of the grant date. ( 5 )The options expire on the earlier of (a) August 13, 2022 or (b) 18 months from the date Mr. Loeb ceases to be a director, officer employee or consultant. ( 6 )179,167 Vested Share Rights shall vest on the 13th day of each month for each full month through August 13, 2016 (the "Maturity Date") that the entire principal amount of the Loan remains outstanding. The number of Vested Share Rights shall be prorated to the extent less than the full principal amount is outstanding and/or for any partial month in which no principal amount is outstanding. Each Vested Share Right represents a right to receive one share of Issuer's Common Stock after the expiration of the Cash Settlement Period (defined below). ( 7 )The Issuer shall have the right to settle the Vested Share Rights in cash at $0.30 per Vested Share Right at any time and from time to time on or prior to the Maturity Date or 30 days after the earlier acceleration or repayment of the Loan (the "Cash Settlement Period"). The Issuer's rights during the Cash Settlement Period are subject to Leap Tide's right to put the Vested Share Rights to the Issuer at $0.40 per Vested Share Right if the Issuer fails to amend its certificate of incorporation by March 31, 2016 to authorize a number of shares of Common Stock sufficient to cover the maximum number of Vested Share Rights that would accrue through the Maturity Date. ( 8 )The Vested Share Rights will be held by Leap Tide Capital Partners III, LLC. Mr. Loeb is the sole manager of Leap Tide Capital Partners III, LLC. Mr. Loeb disclaims beneficial ownership of the Vested Share Rights except to the extent of his pecuniary interest therein.

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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