Edgar Filing: HARRIS RUSSELL

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 ^*

HARRIS RUSSELL

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior VP of Operations

(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)
_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

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

62,836

12/17/2009

12/17/2010

Common Stock

62,836

⁽¹⁾

62,836

Employee Stock Option (Right to buy)

$ 16.44

12/17/2008

125,672

⁽²⁾

09/04/2011

Common Stock

125,672

⁽¹⁾

Stock Appreciation Right

$ 7.69

12/17/2008

2,354

12/17/2009

12/17/2010

Common Stock

2,354

⁽³⁾

2,354

Employee Stock Option (Right to buy)

$ 8.52

12/17/2008

2,354

⁽⁴⁾

03/17/2009

Common Stock

2,354

⁽³⁾

Stock Appreciation Right

$ 7.69

12/17/2008

5,577

12/17/2009

12/17/2010

Common Stock

5,577

⁽⁵⁾

5,577

Employee Stock Option (Right to buy)

$ 8.52

12/17/2008

5,577

⁽⁶⁾

02/22/2012

Common Stock

5,577

⁽⁵⁾

Stock Appreciation Right

$ 7.69

12/17/2008

17,500

⁽⁷⁾

12/17/2011

Common Stock

17,500

⁽⁸⁾

17,500

Employee Stock Option (Right to buy)

$ 8.19

12/17/2008

17,500

⁽⁹⁾

08/15/2010

Common Stock

17,500

⁽⁸⁾

Stock Appreciation Right

$ 7.69

12/17/2008

26,250

⁽¹⁰⁾

12/17/2012

Common Stock

26,250

⁽¹¹⁾

26,250

Stock Appreciation Right

$ 8.43

12/17/2008

26,250

⁽¹²⁾

10/31/2011

Common Stock

26,250

⁽¹¹⁾

Stock Appreciation Right

$ 7.69

12/17/2008

11,250

⁽¹³⁾

12/17/2013

Common Stock

11,250

⁽¹⁴⁾

11,250

Stock Appreciation Right

$ 27.8

12/17/2008

33,750

⁽¹⁵⁾

09/10/2012

Common Stock

33,750

⁽¹⁴⁾

Stock Appreciation Right

$ 7.69

12/17/2008

22,500

⁽¹⁶⁾

12/17/2013

Common Stock

22,500

⁽¹⁷⁾

22,500

Stock Appreciation Right

$ 13.32

12/17/2008

33,750

⁽¹⁸⁾

05/27/2013

Common Stock

33,750

⁽¹⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HARRIS RUSSELL 550 MERIDIAN AVE SAN JOSE, CA 95126			Senior VP of Operations

Signatures

/s/ Oliver R. Stanfield, attorney-in-fact for Russell Harris		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)	The Reporting Person agreed to cancellation of a stock option granted to him on September 4, 2001, in exchange for a stock appreciation right granted under the Echelon Corporation 1997 Stock Plan (the "Plan") having a lower per share exercise price.
(2)	Cancellation of a stock option granted to Reporting Person under the Plan on September 4, 2001 to buy 150,000 shares of Common Stock, of which 24,328 shares were previously exercised. The option was exercisable as to 1/4th of the shares on September 4, 2002 and as to 1/48th of the shares on each one month anniversary thereafter.
(3)	The Reporting Person agreed to cancellation of a stock option granted to him on April 22, 2005, in exchange for a stock appreciation right granted under the Plan having a lower per share exercise price.
(4)	Cancellation of a stock option granted to Reporting Person under the Plan on April 22, 2005 to buy 60,000 shares of Common Stock, of which 57,646 shares were previously exercised. The option was originally exercisable as to 31,250 shares on April 22, 2006 and as to 1,250 shares on each one month anniversary thereafter; however, on November 18, 2005, vesting was accelerated in full.
(5)	The Reporting Person agreed to cancellation of a stock option granted to him on April 22, 2005, in exchange for a stock appreciation right granted under the Plan having a lower per share exercise price.
(6)	Cancellation of a stock option granted to Reporting Person under the Plan on April 22, 2005 to buy 25,000 shares of Common Stock, of which 19,423 shares were previously exercised. The option was originally exercisable as to all of the shares on April 22, 2006; however, on November 18, 2005, vesting was accelerated in full.
(7)	Pursuant to the Plan, the Reporting Person was granted a stock appreciation right with respect to 17,500 shares of Common Stock. 1/2 of such shares becomes exercisable on each of December 17, 2009 and December 17, 2010.
(8)	The Reporting Person 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.
(9)	Cancellation of a stock option granted to Reporting Person under the Plan on August 15, 2005 to buy 35,000 shares of Common Stock, of which 17,500 shares were previously exercised. The stock option was exercisable as to 1/4th of the shares on August 15, 2006 and each one year anniversary thereafter.
(10)	Pursuant to the Plan, the Reporting Person was granted a stock appreciation right with respect to 26,250 shares of Common Stock. 1/3rd of such shares becomes exercisable on December 17, 2009 and each one year anniversary thereafter.
(11)	The Reporting Person 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.
(12)	Cancellation of a stock appreciation right granted to Reporting Person under the Plan on October 31, 2006 with respect to 26,250 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.
(13)	Pursuant to the Plan, the Reporting Person was granted a stock appreciation right with respect to 11,250 shares of Common Stock. 1/4th of such shares becomes exercisable on December 17, 2009 and each one year anniversary thereafter.
(14)	The Reporting Person 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.
(15)	Cancellation of a stock appreciation right granted to Reporting Person under the Plan on September 10, 2007 with respect to 33,750 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.
(16)	Pursuant to the Plan, the Reporting Person was granted a stock appreciation right with respect to 22,500 shares of Common Stock. 1/4th of such shares becomes exercisable on December 17, 2009 and each one year anniversary thereafter.
(17)	The Reporting Person 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.
(18)	Cancellation of a stock appreciation right granted to Reporting Person under the Plan on May 27, 2008 with respect to 33,750 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.

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