X0306 4 2015-05-26 0 0001409375 ORION ENERGY SYSTEMS, INC. OESX 0001495923 Rich Elizabeth G ELIZABETH GAMSKY RICH & ASSOCIATES SC 637 WALTON DRIVE, SUITE 1 PLYMOUTH WI 53073 1 0 0 0 Common Stock 2015-05-26 4 A 0 12217 0 A 29101 D Stock Options (right to buy) 2.86 2011-08-10 2020-08-10 Common Stock 19912 19912 D Stock Options (right to buy) 4.19 2012-05-23 2021-05-23 Common Stock 22045 22045 D Stock Options (right to buy) 2.03 2013-06-12 2022-06-12 Common Stock 26646 26646 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 May 26, 2016, 2017 and 2018, respectively. Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted August 10, 2010, vests and becomes exercisable in three equal installments on August 10, 2011, 2012 and 2013, respectively. Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 23, 2011, vests and becomes exercisable in three equal installments on May 23, 2012, 2013 and 2014, respectively. Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted June 12, 2012, vests and becomes exercisable in three equal installments on June 12, 2013, 2014 and 2015, respectively. 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 Elizabeth G. Rich 2015-05-27