Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cohen William
  2. Issuer Name and Ticker or Trading Symbol
ENERGY FOCUS, INC/DE [EFOI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
53 EAST 34TH STREET
3. Date of Earliest Transaction (Month/Day/Year)
07/23/2015
(Street)

PATTERSON, NJ 07514
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               600,000 I (1) Held by Costar Partners II, LLC
Common Stock               108,695 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 Option $ 10.36 07/23/2015   A   5,000   08/23/2015(2) 07/23/2025 Common Stock 5,000 $ 0 5,000 D  
Restricted Stock Units (3) $ 0             03/16/2017(4) 03/16/2017(4) Common Stock 750   750 I By son (5)
Stock Option $ 5.95             08/18/2015(6) 11/04/2024 Common Stock 750   750 I By son (5)
Stock Option $ 5.5             08/15/2014(2) 07/15/2024 Common Stock 5,000   5,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Cohen William
53 EAST 34TH STREET
PATTERSON, NJ 07514
  X      

Signatures

 Jason D. Christman, by power of attorney for William Cohen   07/27/2015
**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) William Cohen is the Manager and controlling Member of Costar Partners II, LLC.
(2) Date applies to 1/12th of the total as option vests monthly over a twelve month period.
(3) Each Restricted Stock Unit represents a contingent right to receive one share of Energy Focus, Inc. Common Stock.
(4) The Restricted Stock Units vest 100% on 3/16/2017 subject to continued employment.
(5) These securities are held by the reporting person's son. The reporting person disclaims beneficial ownership of the securities.
(6) Date applies to 1/4th of the total as option vests monthly over a 36 month period thereafter.

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