COLLAZO JERRY 4

4 · Orange 21 Inc. · Filed May 28, 2009

Form 4

Period: 2009-05-26

Chief Financial Officer

Transactions

Disposition to Issuer
Stock Option (Right to Buy)
2009-05-26−150,000→ 0 total
Exercise: $5.38Exp: 2017-08-29→ Common Stock (150,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2009-05-26−20,000→ 0 total
Exercise: $4.89Exp: 2016-10-12→ Common Stock (20,000 underlying)
Award
Stock Option (Right to Buy)
2009-05-26+150,000→ 150,000 total
Exercise: $1.50Exp: 2017-08-29→ Common Stock (150,000 underlying)
Award
Stock Option (Right to Buy)
2009-05-26+20,000→ 20,000 total
Exercise: $1.50Exp: 2016-10-12→ Common Stock (20,000 underlying)

Footnotes (5)

[F1]10,000 shares are vested and immediately exercisable on the date of the reported transaction. 5,000 shares will vest and be exercisable on October 12, 2009 and 5,000 shares will vest and be exercisable on October 12, 2010.
[F2]10,000 shares were vested and exercisable, with 5,000 shares vesting and becoming exercisable on October 12, 2007 and 5,000 shares vesting and becoming exercisable on October 12, 2008. 5,000 shares were to vest and be exercisable on October 12, 2009 and 5,000 shares were to vest and be exercisable on October 12, 2010.
[F3]50,000 shares are vested and immediately exercisable on the date of the reported transaction. 50,000 shares will vest and be exercisable on August 29, 2009 and 50,000 shares will vest and be exercisable on August 29, 2010.
[F4]50,000 shares were vested and exercisable as of August 29, 2008. 50,000 shares were to vest and be exercisable on August 29, 2009. The remaining shares were to vest and be exercisable on August 29, 2010.
[F5]The reported transactions involved amendments of outstanding options, resulting in the deemed cancellation of the ?old? options and the grant of replacement options.

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