SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Modi Sohrab

(Last)

(First)

(Middle)

550 MERIDIAN AVENUE

(Street)

SAN JOSE

95126

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2015

3. Issuer Name and Ticker or Trading Symbol
ECHELON CORP [ ELON ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP and CTO

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities beneficially owned	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Shares	⁽¹⁾	09/10/2018	Common Stock	34,000	⁽²⁾	D
Employee Stock Option (Right to buy)	⁽³⁾	09/10/2024	Common Stock	136,000	$2.24	D

Explanation of Responses:

1. Pursuant to the Issuer's 1997 Stock Plan (the "Plan") the Reporting Person was granted 34,000 performance shares on September 10, 2014. 1/4th of the total number of shares granted vest on September 10, 2015 and on each one year anniversary thereafter.

2. Each performance share represents the right to receive one share of the Issuer's Common Stock.

3. Pursuant to the Plan the Reporting Person was granted an option to buy 136,000 shares of Common Stock on September 10, 2014. 1/4th of the total number of shares granted vest on September 10, 2015 and on each one year anniversary thereafter.

Remarks:

	/s/ Alicia Jayne Moore, attorney-in-fact for Sohrab Modi	05/20/2015
	** 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 5 (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 Number.