Sec Form 4 Filing - PLUSH MARK J @ ENERGY FOCUS, INC/DE - 2013-02-26

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
PLUSH MARK J
2. Issuer Name and Ticker or Trading Symbol
ENERGY FOCUS, INC/DE [ EFOI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer and VP
(Last) (First) (Middle)
32000 AURORA ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/26/2013
(Street)
SOLON, OH44139
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 19,796 D
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 option $ 0.2349 02/26/2013 A 125,000 ( 2 ) 03/31/2014( 3 ) 02/26/2023( 4 ) Common Stock 125,000 ( 2 ) $ 0 450,000 D
Stock option $ 0.54 07/07/2012( 1 ) 07/07/2021 Common Stock 200,000 200,000 D
Warrants to purchase Common Stock $ 0.01 09/10/2011 08/11/2016 Common Stock 125,000 325,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PLUSH MARK J
32000 AURORA ROAD
SOLON, OH44139
Chief Financial Officer and VP
Signatures
/s/ Mark J. Plush 02/27/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )25% is exercisable on the date shown, and the remaining 75% becomes exercisable monthly in equal amounts over the following 36 months.
( 2 )25% of target granted options are earned if 2013 revenues meet or exceed 85% of the budget, and/or 75% of target granted options are earned if 2013 EBITDA meet or exceed 85% of budget.
( 3 )Options EARNED will vest as follows: 1/3 on March 31, 2014, and the remaining 2/3rd's monthly over the following 24 months ending March 31, 2016.
( 4 )Date applies to options EARNED. If the options granted are not EARNED, the option grants are terminated.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.