SEC Info - Altschaefl Michael W - ‘4/A’ for 6/10/22 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^*

Altschaefl Michael W

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and Board Chair

3. Date of Earliest Transaction (Month/Day/Year)
6/10/22

4. If Amendment, Date of Original Filed (Month/Day/Year)
6/13/22

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	6/10/22		M		26,646	A	$2.03	861,739	D
Common Stock	6/10/22		A ⁽¹⁾		163,417	A	$0	1,025,156	D
Common Stock	6/10/22 ⁽²⁾		A ⁽³⁾		50,000	A	$0	1,075,156	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)
Stock Options (right to buy)	$2.03	6/10/22		M			26,646	6/12/13 ⁽⁴⁾	6/12/22	Common Stock	26,646	$0	0	D
Stock Options (right to buy)	$2.41							12/31/13 ⁽⁵⁾	5/28/23	Common Stock	36,568		36,568	D

Explanation of Responses:

(1) Restricted stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended. The restricted stock vests and becomes exercisable with respect to 1/3 of the restricted stock on each of June 10, 2023, 2024 and 2025, respectively.

(2) This amendment is being filed to include an additional restricted stock award for the reporting person that was not reported on the Form 4 filed June 13, 2022.

(3) Restricted stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended. The restricted stock vests immediately.

(4) Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted June 12, 2012, vested and became exercisable in three equal installments on June 12, 2013, 2014 and 2015, respectively.

(5) Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 28, 2013, vested and became exercisable in three equal installments on December 31, 2013, 2014 and 2015, respectively.

	/s/ Steven R. Barth, Attorney-in-Fact for Michael W. Altschaefl	9/16/22
	** 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 Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
M	Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.

Altschaefl Michael W – ‘4/A’ for 6/10/22 re: Orion Energy Systems, Inc.

On: Friday, 9/16/22, at 10:59am ET · For: 6/10/22 · As: Director and Officer · Accession #: 1567619-22-17480 · File #: 1-33887

Previous ‘4’: ‘4’ on / for 6/24/22 · Next: ‘4’ on 12/14/22 for 11/10/22 · Latest: ‘4/A’ on 5/26/23 for 11/10/22

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:

Altschaefl Michael W – ‘4/A’ for 6/10/22 re: Orion Energy Systems, Inc.

On: Friday, 9/16/22, at 10:59am ET · For: 6/10/22 · As: Director and Officer · Accession #: 1567619-22-17480 · File #: 1-33887

Previous ‘4’: ‘4’ on / for 6/24/22 · Next: ‘4’ on 12/14/22 for 11/10/22 · Latest: ‘4/A’ on 5/26/23 for 11/10/22

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