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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Jensen Scott R   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 Financial Officer (Last) (First) (Middle) 2210 WOODLAND DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 02/20/2015 (Street) MANITOWOC, WI 54220 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 02/20/2015   P(1)   1,000 (1) A $ 3.5 90,564 D

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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 Underlying Securities (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)

$ 2.2

(2)

03/01/2017

Common Stock

25,000

25,000

D

Stock Options (right to buy)

$ 5.35

(3)

08/08/2018

Common Stock

16,502

16,502

D

Stock Options (right to buy)

$ 3.78

(4)

05/19/2019

Common Stock

11,759

11,759

D

Stock Options (right to buy)

$ 5.44

(5)

02/05/2020

Common Stock

100,000

100,000

D

Stock Options (right to buy)

$ 3.46

(6)

05/18/2020

Common Stock

10,329

10,329

D

Stock Options (right to buy)

$ 2

(7)

06/18/2022

Common Stock

25,000

25,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Jensen Scott R 2210 WOODLAND DRIVE MANITOWOC, WI 54220			Chief Financial Officer

Signatures

/s/ Steven R. Barth, Attorney-in-Fact for Scott R. Jensen		02/24/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares were purchased by the Reporting Person in an underwritten public offering at the public offering price.
(2)	Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted March 1, 2007, vests and becomes exercisable in 20% increments on March 1, 2008, 2009, 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 August 8, 2008, vests and becomes exercisable in 20% increments on August 8, 2009, 2010, 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 19, 2009, vests and becomes exercisable in 20% increments on May 19, 2010, 2011, 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 February 5, 2010, vests and becomes exercisable in 20% increments on February 5, 2011, 2012, 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 18, 2010, vests and becomes exercisable in 20% increments on May 18, 2011, 2012, 2013, 2014 and 2015, respectively.
(7)	Grant to reporting person of option to buy shares under the 2004 Stock and Incentive Awards Plan. This option, granted June 18, 2012, vests and becomes exercisable in 20% increments on June 18, 2013, 2014, 2015, 2016 and 2017, respectively.

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