FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Altschaefl Michael W 		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)
Chief Executive Officer
(Last)          (First)          (Middle)

2210 WOODLAND DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/21/2017
(Street)

MANITOWOC, WI 54220
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   6/21/2017     P    7500   A $1.3114   (1) 339829   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy)   $3.81                    10/30/2010   (2) 10/30/2019   Common Stock   5291     5291   D    
Stock Options (right to buy)   $3.46                    5/18/2011   (3) 5/18/2020   Common Stock   19912     19912   D    
Stock Options (right to buy)   $4.19                    5/23/2012   (4) 5/23/2021   Common Stock   22045     22045   D    
Stock Options (right to buy)   $2.03                    6/12/2013   (5) 6/12/2022   Common Stock   26646     26646   D    
Stock Options (right to buy)   $2.41                    12/31/2013   (6) 5/28/2023   Common Stock   36568     36568   D    

Explanation of Responses:
(1)  The price in Column 4 is a weighted average price. The prices actually paid ranged from $1.2899 to $1.3167. 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 an average weighted price.
(2)  Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted October 30, 2009, vested and became exercisable in three equal installments on October 30, 2010, 2011 and 2012, respectively.
(3)  Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 18, 2010, vested and became exercisable in three equal installments on May 18, 2011, 2012 and 2013, respectively.
(4)  Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted May 23, 2011, vested and became exercisable in three equal installments on May 23, 2012, 2013 and 2014, respectively.
(5)  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.
(6)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Altschaefl Michael W
2210 WOODLAND DRIVE
MANITOWOC, WI 54220 		X
Chief Executive Officer

Signatures
/s/ Steven R. Barth, Attorney-in-Fact for Michael W. Altschaefl 6/23/2017
** 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 control number.
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