SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* OSHMAN M KENNETH (Last) (First) (Middle) 550 MERIDIAN AVE (Street) SAN JOSE CA 95126 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ECHELON CORP [ ELON ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Executive Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 01/01/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	01/01/2011		M		3,404	A	(12)	3,404	D
Common Stock	01/01/2011		F		1,432	D	$10.33	1,972	D
Common Stock	01/04/2011		G	V	1,972	D	$0	0	D
Common Stock	01/01/2011		G	V	1,972	A	$0	1,627,826	I	See footnote(1)
Common Stock	01/04/2011		S		1,972(13)	D	$10.1201	1,625,854	I	See footnote(1)
Common Stock								210,492	I	See footnote(2)
Common Stock								210,492	I	See footnote(3)
Common Stock								293,220	I	See footnote(4)
Common Stock								293,220	I	See footnote(5)
Common Stock								89,508	I	See footnote(6)
Common Stock								89,508	I	See footnote(7)
Common Stock								181,558	I	See footnote(8)
Common Stock								181,558	I	See footnote(9)
Common Stock								488,428	I	See footnote(10)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Performance Shares	(12)	01/01/2011		M			3,404	(11)	03/10/2011	Common Stock	3,404	$0	6,809	D

1. Name and Address of Reporting Person* OSHMAN M KENNETH (Last) (First) (Middle) 550 MERIDIAN AVE (Street) SAN JOSE CA 95126 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Executive Chairman

1. Name and Address of Reporting Person* O S VENTURES (Last) (First) (Middle) C/O M KENNETH OSHMAN ECHELON CORP., 550 MERIDIAN AVE (Street) SAN JOSE CA 95126 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OSHMAN TRUST DATED 7 10 1979 (Last) (First) (Middle) C/O M KENNETH OSHMAN ECHELON CORP., 550 MERIDIAN AVE (Street) SAN JOSE CA 95126 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares are held by the Oshman Trust dated July 10, 1979, of which the Reporting Person and his spouse, Barbara S. Oshman, serve as co-trustees.

2. These shares are held by the M. Kenneth Oshman 2010A Annuity Trust dated August 18, 2010.

3. These shares are held by the Barbara S. Oshman 2010A Annuity Trust dated August 18, 2010.

4. These shares are held by the M. Kenneth Oshman 2009 Annuity Trust dated February 20, 2009.

5. These shares are held by the Barbara S. Oshman 2009 Annuity Trust dated February 20, 2009.

6. These shares are held by the M. Kenneth Oshman 2009A Annuity Trust dated August 4, 2009.

7. These shares are held by the Barbara S. Oshman 2009A Annuity Trust dated August 4, 2009.

8. These shares are held by the M. Kenneth Oshman 2010 Annuity Trust dated February 23, 2010.

9. These shares are held by the Barbara S. Oshman 2010 Annuity Trust dated February 23, 2010.

10. These shares are held by O-S Ventures, a general partnership, of which M. Kenneth Oshman is general partner.

11. 3,404 of the 40,850 shares granted to M. Kenneth Oshman under the Issuer's 1997 Stock Plan were vested and released to M. Kenneth Oshman effective January 1, 2011. Such 40,850 share grant vests at the following rate: 1/12th of such shares on April 1, 2010 and on each one-month anniversary thereafter.

12. Each performance share represents the right to receive one share of the Issuer's Common Stock.

13. This trade was executed pursuant to a Rule 10b5-1 trading plan that was adopted on May 20, 2010.

	/s/ Oliver R. Stanfield, attorney-in-fact for M. Kenneth Oshman	01/04/2011
	** Signature of Reporting Person	Date
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