SEC FORM 4

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^*

Cohen William

(Last)

(First)

(Middle)

53 EAST 34TH STREET

(Street)

PATTERSON

07514

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENERGY FOCUS, INC/DE [ EFOI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								600,000	I⁽¹⁾	Held by Costar Partners II, LLC
Common Stock								108,695	D
Common Stock	03/14/2016		P		1,259	A	$7.88	1,259	I⁽²⁾	Held by son

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$5.5							08/15/2014⁽³⁾	07/15/2024	Common Stock	5,000		5,000	D
Stock Option	$10.36							08/23/2015⁽³⁾	07/23/2025	Common Stock	5,000		5,000	D
Stock Option	$5.95							08/18/2015⁽⁴⁾	11/04/2024	Common Stock	750		750	I⁽²⁾	Held by son
Restricted Stock Units	$0.0							03/16/2017⁽⁵⁾	03/16/2017	Common Stock	750		750	I⁽²⁾	Held by son
Restricted Stock Units	$0.0	03/16/2016		A		490		03/16/2017⁽⁶⁾	04/16/2019	Common Stock	490	$0	1,240	I⁽²⁾	Held by son

Explanation of Responses:

1. William Cohen is the Manager and controlling Member of Costar Partners II, LLC.

2. These securities are held by the reporting person's son. The reporting person disclaims beneficial ownership of the securities.

3. Date applies to 1/12th of the total as options vest monthly over a twelve month period.

4. Date applies to one-fourth of the total. The remaining three-fourths vest in equal monthly installments thereafter over a 3 year period.

5. The Restricted Stock Units vest 100% on 3/16/2017, subject to continued employment.

6. Date applies to one-third of the total. Another one-third vests two years from the grant date and the final one-third vests three years from the grant date.

Remarks:

	Jason D. Christman, Attorney-in-Fact	04/27/2016
	** Signature of Reporting Person	Date
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.