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 *

Marszewski C. Michael
2. Issuer Name and Ticker or Trading Symbol

ECHELON CORP [ ELON ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CFO and VP Finance
(Last)          (First)          (Middle)

2901 PATRICK HENRY DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/15/2018
(Street)

SANTA CLARA, CA 95054
(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   3/15/2018     M    3458   A   (1) 19596   D    
Common Stock   3/15/2018     F    1413   D $4.67   18183   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
Performance Shares     (1) 3/15/2018     M         3458      (2) 3/15/2018   Common Stock   3458   $0.00   0   D    

Explanation of Responses:
(1)  Each performance share represents the right to receive one share of the Issuer's Common Stock.
(2)  3,458 of the 13,834 shares granted to the Reporting Person under the Issuer's 2016 Equity Incentive Plan were vested and released to the Reporting Person effective March 15, 2018. Such 13,834 share grant was subject to 100% vesting on March 15, 2018, subject to the satisfaction of certain performance criteria. Certain performance criteria were not met, therefore, the remaining 10,376 shares subject to the grant were cancelled effective March 15, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Marszewski C. Michael
2901 PATRICK HENRY DRIVE
SANTA CLARA, CA 95054


CFO and VP Finance

Signatures
/s/ Marsha Larsen, attorney-in-fact for C. Michael Marszewski 3/16/2018
** 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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