cg081.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Orion Energy Systems, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

686275108
(CUSIP Number)

December 31, 2011
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨                      Rule 13d-1(b)
 
S                      Rule 13d-1(c)
 
¨                      Rule 13d-1(d)
 
*  The remainder of this cover page shall be filled out for a reporting person’s 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).
 

 
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CUSIP No. 686275108


1
NAME OF REPORTING PERSONS
 
Neal R. Verfuerth
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ¨
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
2,204,665
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
2,204,665
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,204,665
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
Not Applicable
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.6%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN


 
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CUSIP No. 686275108


Item 1(a).
Name of Issuer:

 
Orion Energy Systems, Inc.

Item 1(b).
Address of Issuer’s Principal Executive Offices:

 
2210 Woodland Drive, Manitowoc, WI  54220

Item 2(a).
Name of Person Filing:

 
The person filing this Schedule 13G is Neal R. Verfuerth.

Item 2(b).
Address of Principal Business Office or, if none, Residence:

 
2210 Woodland Drive, Manitowoc, WI  54220

Item 2(c).
Citizenship:

 
Neal R. Verfuerth is a United States citizen.

Item 2(d).
Title of Class of Securities:

 
Common Stock

Item 2(e).
CUSIP Number:

 
686275108

Item 3.
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 
Not Applicable

 
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CUSIP No. 686275108

Item 4.
Ownership:

 
(a)
Amount Beneficially Owned:  2,204,665 (1)

 
(b)
Percent of Class:  9.6%

 
(c)
Number of shares as to which such person has:

 
(i)
sole power to vote or to direct the vote:  2,204,665 (1)

 
(ii)
shared power to vote or to direct the vote:  0

 
(iii)
sole power to dispose or to direct the disposition of:  2,204,665 (1)

 
(iv)
shared power to dispose or to direct the disposition of:  0

____________________

(1)
Includes (a) 1,732,861 shares held by Neal R. Verfuerth and (b) 471,804 shares issuable upon the exercise of stock options held by Neal R. Verfuerth that are exercisable within 60 days of December 31, 2011.


Item 5.
Ownership of Five Percent or Less of a Class:

 
N/A

Item 6.
Ownership of More than Five Percent on Behalf of Another Person:

 
N/A

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

 
N/A

Item 8.
Identification and Classification of Members of the Group:

 
N/A

Item 9.
Notice of Dissolution of Group:

 
N/A

 
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CUSIP No. 686275108


Item 10.
Certification:

 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 that purpose or effect.


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.
 
Date:  February 1, 2012


/s/ Neal R. Verfuerth                                                                    
Neal R. Verfuerth

 
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