Amended Statement of Ownership (sc 13g/a)
January 10 2017 - 12:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Orion Energy Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
686275108
(CUSIP Number)
December 31, 2016
(Date of Event which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the
Notes
).
SCHEDULE 13G
1
|
Names of Reporting Persons
North Star Investment Management Corporation
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
(a) [ ]
(b) [ ]
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
1,720,885
|
6
|
Shared Voting Power
|
7
|
Sole Dispositive Power
1,720,885
|
8
|
Shared Dispositive Power
524,120
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,245,005
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[ ]
|
11
|
Percent of class represented by amount in row (9)
7.9% (
See
Item 4 below)
|
12
|
Type of Reporting Person (See Instructions)
IA
|
Page 2 of 5
|
(a)
|
Name of Issuer:
|
|
|
|
|
|
Orion Energy Systems
|
|
|
|
|
(b)
|
Address of Issuers Principal Executive
Offices:
|
|
|
|
|
|
2210 Woodland Drive, Manitowoc, Wisconsin
54220
|
|
(a)
|
Name of Person Filing:
|
|
|
|
|
|
North Star Investment Management Corporation
|
|
|
|
|
(b)
|
Address of Principal Business Office or, if None,
Residence:
|
|
|
|
|
|
20 N. Wacker Drive, Suite 1416, Chicago, Illinois
60606
|
|
|
|
|
(c)
|
Citizenship:
|
|
|
|
|
|
Delaware
|
|
|
|
|
(d)
|
Title and Class of Securities:
|
|
|
|
|
|
Common Stock
|
|
|
|
|
(e)
|
CUSIP No.:
|
|
|
|
|
|
686275108
|
Item 3.
|
If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person
filing is a:
|
|
(a)
|
[_]
|
Broker or dealer registered under Section 15 of
the Act;
|
|
|
|
|
|
(b)
|
[_]
|
Bank as defined in Section 3(a)(6) of the Act;
|
|
|
|
|
|
(c)
|
[_]
|
Insurance company as defined in Section
3(a)(19) of the Act;
|
|
|
|
|
|
(d)
|
[_]
|
Investment company registered under Section 8
of the Investment Company Act of 1940;
|
|
|
|
|
|
(e)
|
[X]
|
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
(f)
|
[_]
|
An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
[_]
|
A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
(h)
|
[_]
|
A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
Page 3 of 5
|
(i)
|
[_]
|
A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940;
|
|
|
|
|
|
(j)
|
[_]
|
A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
(k)
|
[_]
|
Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
The information reported below in this Item 4 is as of December
31, 2016. The percentage set forth in Item 4(b) is based on 28,252,123 shares of
the Issuers Common Stock outstanding as of October 28, 2106, as reported in the
Issuers Form 10-Q for the quarter ended September 30, 2016(as filed November 2,
2016).
(a)
|
Amount Beneficially Owned:
2,245,005
|
|
|
(b)
|
Percent of Class:
7.9%
|
|
|
(c)
|
Number of shares as to which such person
has:
|
|
(i)
|
Sole power to vote or to direct the vote:
1,720,885
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
0
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
1,720,885
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
524,120
|
Item 5.
|
Ownership of Five Percent or Less of a
Class.
|
Not Applicable.
Item 6.
|
Ownership of more than Five Percent on
Behalf of Another Person.
|
Not Applicable.
Item 7.
|
Identification and classification of the
subsidiary which acquired the security being reported on
by the
parent holding company or control person.
|
Not Applicable.
Item 8.
|
Identification and classification of members
of the group.
|
Not Applicable.
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
Page 4 of 5
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having the purposes or effect, other
than activities solely in connection with nomination under §240.14a -11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 10, 2017
NORTH STAR INVESTMENT MANAGEMENT CORPORATION
/s/
Peter Gottlieb
Peter Gottlieb/President
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001).
Page 5 of 5
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