SEC Info - Green Scott A. - ‘4/A’ for 11/14/19 re: Orion Energy Systems, Inc.

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^*

Green Scott A.

(Last)

(First)

(Middle)

2210 WOODLAND DRIVE

(Street)

MANITOWOC

54220

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ORION ENERGY SYSTEMS, INC. [ OESX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/14/19

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/18/19

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	11/14/19		S		19,145	D	$3.272 ⁽³⁾	163,743 ⁽¹⁾ ⁽²⁾	I	By ANKMC, LLC ⁽⁴⁾
Common Stock	11/14/19		S		15,270	D	$3.226 ⁽⁵⁾	148,473 ⁽¹⁾ ⁽²⁾	I	By ANKMC, LLC ⁽⁴⁾
Common Stock	11/15/19		S		23,473	D	$3.2648 ⁽⁶⁾	125,000 ⁽¹⁾ ⁽²⁾	I	By ANKMC, LLC ⁽⁴⁾
Common Stock	11/15/19		S		125,000	D	$3.2915 ⁽⁷⁾	10 ⁽¹⁾ ⁽²⁾	I	By ANKMC, LLC ⁽⁴⁾
Common Stock	11/15/19		S		10	D	$3.105	0 ⁽¹⁾ ⁽²⁾	I	By ANKMC, LLC ⁽⁴⁾
Common Stock								351,049 ⁽¹⁾	D

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)

Explanation of Responses:

(1) This amended Form 4 is being filed to correct the number of shares held directly and indirectly by the reporting person. The reporting person's initial Form 3 and subsequent Form 4 filings inadvertently over-reported a holding of 125,270 shares held indirectly by the reporting person's 401k plan that had been disposed of prior to his becoming a Section 16 reporting person. In addition, the reporting person's initial Form 3 and subsequent Form 4 filings inadvertently under-reported the reporting person's direct holdings by 50,000 shares that the reporting person held in an IRA at the time he became a Section 16 reporting person. Please refer to the reporting person's Form 3/A filed with the SEC on March 25, 2020. (continued in next footnote)

(2) Additionally, 175,648 shares sold by ANKMC, LLC were also inadvertently included in the reporting person's direct holdings balance. The duplication of these shares resulted from the reporting of the reporting person's purchases of 37,450 shares in June 2018 by ANKMC, LLC as direct holdings, and a transfer in June 2018 of 138,198 shares from the reporting person's direct holdings to ANKMC, LLC which was not reflected in the reporting person's direct holdings. This amended Form 4 is also being filed to include an additional sale of 10 shares from ANKMC, LLC which was not previously reported. The net amount of over-reported direct holdings, and the under-reported indirect holdings, result in the reporting person holding a total of 250,928 fewer shares than originally reported on the reporting person's Form 4 filed on November 18, 2019.

(3) The price in Column 4 is a weighted average price. The prices actually received ranged from $3.26 to $3.31. 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 sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

(4) Shares owned by ANKMC, LLC, of which the reporting person is the sole member.

(5) The price in Column 4 is a weighted average price. The prices actually received ranged from $3.205 to $3.30. 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 sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

(6) The price in Column 4 is a weighted average price. The prices actually received ranged from $3.25 to $3.30. 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 sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

(7) The price in Column 4 is a weighted average price. The prices actually received ranged from $3.18 to $3.39. 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 sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

	/s/ Steven R. Barth, Attorney-in-Fact for Scott A. Green	3/25/20
	** 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.

____________ Transaction Code:
S	Open market or private sale of non-derivative or derivative security.

Green Scott A. – ‘4/A’ for 11/14/19 re: Orion Energy Systems, Inc.

On: Wednesday, 3/25/20, at 12:07pm ET · For: 11/14/19 · Accession #: 1567619-20-6986 · File #: 1-33887

Previous ‘4’: ‘4’ on 11/18/19 for 11/14/19 · Next: ‘4’ on 6/11/20 for 6/9/20 · Latest: ‘4’ on / for 11/30/23

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4/A’ Document is an XML Data File that may be rendered in various formats:

Green Scott A. – ‘4/A’ for 11/14/19 re: Orion Energy Systems, Inc.

On: Wednesday, 3/25/20, at 12:07pm ET · For: 11/14/19 · Accession #: 1567619-20-6986 · File #: 1-33887

Previous ‘4’: ‘4’ on 11/18/19 for 11/14/19 · Next: ‘4’ on 6/11/20 for 6/9/20 · Latest: ‘4’ on / for 11/30/23

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4/A’ Document is an XML Data File that may be rendered in various formats:

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents