X0306 4 2014-05-15 0 0001409375 ORION ENERGY SYSTEMS, INC. OESX 0001561932 Leslie James D 575 KOKESH FARM ROAD MAPLE PLAIN MN 55359 1 0 0 0 Common Stock 2014-05-15 4 A 0 10715 0 A 27628 D Common Stock 2014-05-15 4 A 0 2381 0 A 30009 D Common Stock 2014-05-16 4 P 0 5000 4.1815 A 35009 D Stock Options (right to buy) 2.41 2013-12-31 2023-05-28 Common Stock 36568 36568 D Restricted stock granted to the reporting person under the 2004 Stock and Incentive Awards Plan. The restricted stock vests and becomes exercisable with respect to 1/3 of the restricted stock on each of December 31, 2014, 2015 and 2016, respectively. Shares granted in lieu of cash for quarterly retainer and annual Committee Chairman fees pursuant to Issuer's 2004 Stock and Incentive Awards Plan. The price in Column 4 is a weighted average price. The prices actually received ranged from $4.155 to $4.19. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price. Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 28, 2013, vests and becomes exercisable in three equal installments on December 31, 2013, 2014 and 2015, respectively. /s/ Steven R. Barth, Attorney-in-Fact for James D. Leslie 2014-05-19