Edgar Filing: O S VENTURES

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 ^*

OSHMAN M KENNETH

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

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

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman of the Board & CEO

(Last)

(First)

(Middle)

550 MERIDIAN AVE,

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2008

(Street)

SAN JOSE, CA 95126

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Right

$ 7.69

12/17/2008

150,000

⁽¹⁾

12/17/2011

Common Stock

150,000

⁽²⁾

150,000

Employee Stock Option (Right to buy)

$ 8.19

12/17/2008

150,000

⁽³⁾

08/15/2010

Common Stock

150,000

⁽²⁾

Stock Appreciation Right

$ 7.69

12/17/2008

56,250

⁽⁴⁾

12/17/2012

Common Stock

56,250

⁽⁵⁾

56,250

Stock Appreciation Right

$ 8.43

12/17/2008

56,250

⁽⁶⁾

10/31/2011

Common Stock

56,250

⁽⁵⁾

Stock Appreciation Right

$ 7.69

12/17/2008

18,750

⁽⁷⁾

12/17/2013

Common Stock

18,750

⁽⁸⁾

18,750

Stock Appreciation Right

$ 27.8

12/17/2008

56,250

⁽⁹⁾

09/10/2012

Common Stock

56,250

⁽⁸⁾

Stock Appreciation Right

$ 7.69

12/17/2008

50,000

⁽¹⁰⁾

12/17/2013

Common Stock

50,000

⁽¹¹⁾

50,000

Stock Appreciation Right

$ 13.32

12/17/2008

75,000

⁽¹²⁾

05/27/2013

Common Stock

75,000

⁽¹¹⁾

D ⁽¹³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OSHMAN M KENNETH 550 MERIDIAN AVE SAN JOSE, CA 95126	X	X	Chairman of the Board & CEO
OSHMAN TRUST DATED 7 10 1979 C/O M KENNETH OSHMAN ECHELON CORP., 550 MERIDIAN AVE SAN JOSE, CA 95126		X
O S VENTURES C/O M KENNETH OSHMAN ECHELON CORP., 550 MERIDIAN AVE SAN JOSE, CA 95126		X

Signatures

/s/ Oliver R. Stanfield, attorney-in-fact for M. Kenneth Oshman		12/19/2008
^**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)	Pursuant to the Echelon Corporation 1997 Stock Plan (the "Plan"), M. Kenneth Oshman ("Oshman") was granted a stock appreciation right with respect to 150,000 shares of Common Stock. 1/2 of such shares becomes exercisable on each of December 17, 2009 and December 17, 2010.
(2)	Oshman agreed to cancellation of a stock option granted to him on August 15, 2005, in exchange for a stock appreciation right granted under the Plan having a lower per share exercise price.
(3)	Cancellation of a stock option granted to Oshman under the Plan on August 15, 2005 to buy 150,000 shares of Common Stock. The option was exercisable as to 1/4th of the shares on August 15, 2006 and each one year anniversary thereafter.
(4)	Pursuant to the Plan, Oshman was granted a stock appreciation right with respect to 56,250 shares of Common Stock. 1/3rd of such shares becomes exercisable on December 17, 2009 and each one year anniversary thereafter.
(5)	Oshman agreed to cancellation of a stock appreciation right granted to him on October 31, 2006, in exchange for a stock appreciation right granted under the Plan having a lower per share exercise price.
(6)	Cancellation of a stock appreciation right granted to Oshman under the Plan on October 31, 2006 with respect to 56,250 shares of Common Stock. The stock appreciation right was exercisable as to 1/4th of the shares on October 31, 2007 and each one year anniversary thereafter.
(7)	Pursuant to the Plan, Oshman was granted a stock appreciation right with respect to 18,750 shares of Common Stock. 1/4th of such shares becomes exercisable on December 17, 2009 and each one year anniversary thereafter.
(8)	Oshman agreed to cancellation of a stock appreciation right granted to him on September 10, 2007, in exchange for a stock appreciation right granted under the Plan having a lower per share exercise price.
(9)	Cancellation of a stock appreciation right granted to Oshman under the Plan on September 10, 2007 with respect to 56,250 shares of Common Stock. The stock appreciation right was exercisable as to 1/4th of the shares on September 10, 2008 and each one year anniversary thereafter.
(10)	Pursuant to the Plan, Oshman was granted a stock appreciation right with respect to 50,000 shares of Common Stock. 1/4th of such shares becomes exercisable on December 17, 2009 and each one year anniversary thereafter.
(11)	Oshman agreed to cancellation of a stock appreciation right granted to him on May 27, 2008, in exchange for a stock appreciation right granted under the Plan having a lower per share exercise price.
(12)	Cancellation of a stock appreciation right granted to Oshman under the Plan on May 27, 2008 with respect to 75,000 shares of Common Stock. The stock appreciation right was exercisable as to 1/4th of the shares on May 27, 2009 and each one year anniversary thereafter.
(13)	Second of two Forms 4 filed to report Oshman transactions on December 17, 2008.

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