Verfuerth Patricia A 4

4 · ORION ENERGY SYSTEMS, INC. · Filed Feb 5, 2008

Form 4

Period: 2008-02-01

VP of Operations

Transactions

Exercise/Conversion
Common Stock
2008-02-01$2.20/sh+10,000$22,000→ 769,234 total
Exercise/Conversion
Stock Options (right to buy)
[F1]
2008-02-01−10,000→ 40,000 total
Exercise: $2.20Exp: 2016-12-20→ Common Stock (10,000 underlying)

Holdings

Common Stock
(indirect: By Spouse)
1,957,861
Stock Options (right to buy)
[F2]
Exercise: $0.69From: 2004-03-31Exp: 2011-10-01→ Common Stock (7,665 underlying)
7,665
Stock Options (right to buy)
[F3]
Exercise: $0.94From: 2007-03-31Exp: 2011-10-01→ Common Stock (50,000 underlying)
50,000
Stock Options (right to buy)
[F4]
Exercise: $4.49From: 2008-07-27Exp: 2011-07-27→ Common Stock (125,974 underlying)
125,974
Stock Options (right to buy)
[F1]
(indirect: By Spouse)
Exercise: $2.20Exp: 2016-12-20→ Common Stock (204,546 underlying)
204,546
Stock Options (right to buy)
[F4]
(indirect: By Spouse)
Exercise: $4.49From: 2008-07-27Exp: 2011-07-27→ Common Stock (180,958 underlying)
180,958

Footnotes (4)

[F1]Grant to reporting person of option to buy shares under the 2004 Equity Incentive Plan. This option, granted December 20, 2006, vests and becomes exercisable in 20% increments on December 20, 2007, 2008, 2009, 2010 and 2011, respectively.
[F2]Grant to reporting person of option to buy shares under the 2003 Stock Option Plan. This option, granted October 1, 2001, became fully vested on March 31, 2004.
[F3]Grant to reporting person of option to buy shares under the 2003 Stock Option Plan. This option, granted October 1, 2001, became fully vested on March 31, 2007.
[F4]Grant to reporting person of option to buy shares under the 2004 Equity Incentive Plan. This option, granted July 27, 2007, becomes fully exercisable on July 27, 2008.

Signature

Peter C. Underwood, Attorney-in-Fact|2008-02-05

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