Edgar Filing: STANFIELD OLIVER R

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 ^*

STANFIELD OLIVER R

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)
Executive VP and CFO

(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

50,000

12/17/2009

12/17/2010

Common Stock

50,000

⁽¹⁾

50,000

Employee Stock Option (Right to buy)

$ 11.61

12/17/2008

50,000

⁽²⁾

04/10/2011

Common Stock

50,000

⁽¹⁾

Stock Appreciation Right

$ 7.69

12/17/2008

50,000

12/17/2009

12/17/2010

Common Stock

50,000

⁽³⁾

50,000

Employee Stock Option (Right to buy)

$ 16.35

12/17/2008

100,000

⁽⁴⁾

02/22/2012

Common Stock

100,000

⁽³⁾

Stock Appreciation Right

$ 7.69

12/17/2008

80,000

12/17/2009

12/17/2010

Common Stock

80,000

⁽⁵⁾

80,000

Employee Stock Option (Right to buy)

$ 10.89

12/17/2008

80,000

⁽⁶⁾

03/17/2009

Common Stock

80,000

⁽⁵⁾

Stock Appreciation Right

$ 7.69

12/17/2008

12,500

⁽⁷⁾

12/17/2013

Common Stock

12,500

⁽⁸⁾

12,500

Stock Appreciation Right

$ 27.8

12/17/2008

37,500

⁽⁹⁾

09/10/2012

Common Stock

37,500

⁽⁸⁾

Stock Appreciation Right

$ 7.69

12/17/2008

25,000

⁽¹⁰⁾

12/17/2013

Common Stock

25,000

⁽¹¹⁾

25,000

Stock Appreciation Right

$ 13.32

12/17/2008

37,500

⁽¹²⁾

05/27/2013

Common Stock

37,500

⁽¹¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STANFIELD OLIVER R 550 MERIDIAN AVE. SAN JOSE, CA 95126			Executive VP and CFO

Signatures

/s/ Oliver R. Stanfield		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 April 10, 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 April 10, 2001 to buy 50,000 shares of Common Stock. The option was exercisable as to 1/4th of the shares on April 10, 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 February 22, 2002, 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 February 22, 2002 to buy 100,000 shares of Common Stock. The option was exercisable as to 1/4th of the shares on February 22, 2003 and as to 1/48th of the shares on each one month anniversary thereafter.
(5)	The Reporting Person agreed to cancellation of a stock option granted to him on March 17, 2004, 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 March 17, 2004 to buy 80,000 shares of Common Stock. The option was exercisable as to 1/4th of the shares on March 17, 2005 and as to 1/48th of the shares on each one month anniversary thereafter.
(7)	Pursuant to the Plan, the Reporting Person was granted a stock appreciation right with respect to 12,500 shares of Common Stock. 1/4th of such shares becomes exercisable on December 17, 2009 and each one year anniversary thereafter.
(8)	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.
(9)	Cancellation of a stock appreciation right granted to Reporting Person under the Plan on September 10, 2007 with respect to 37,500 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, the Reporting Person was granted a stock appreciation right with respect to 25,000 shares of Common Stock. 1/4th 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 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 Reporting Person under the Plan on May 27, 2008 with respect to 37,500 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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