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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Yates Daniel

(Last)

(First)

(Middle)

C/O OPOWER, INC.

1515 NORTH COURTHOUSE ROAD, 8TH FLOOR

(Street)

ARLINGTON

22201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/03/2014

3. Issuer Name and Ticker or Trading Symbol
OPOWER, INC. [ OPWR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

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)
Common Stock	6,846,582	D
Common Stock	1,700,000	I	By the Yates-Whitman 2013 Annuity Trust #1
Common Stock	50,000	I	By Ivan Jellinek and Monica Jellinek⁽¹⁾
Common Stock	1,274	I	By Pierre Poussard and Mary Winston Nicklin⁽²⁾
Common Stock	50,000	I	By Ralph Aaron Yates, Dorit Strauss Yates and Daniel Joseph Yates, Trustees of the Ralph Aaron Yates⁽³⁾

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)
Stock Option (right to buy)	⁽⁴⁾	08/26/2018	Common Stock	69,250	$7.22	D
Stock Option (right to buy)	⁽⁴⁾	08/26/2018	Common Stock	787,918	$6.56	D

Explanation of Responses:

1. Ivan Jellinek and Monica Jellinek, who have granted an irrevocable proxy to Mr. Yates.

2. Pierre Poussard and Mary Winston Nicklin, who have granted an irrevocable proxy to Mr. Yates.

3. Ralph Aaron Yates, Dorit Strauss Yates and Daniel Joseph Yates, Trustees of the Ralph Aaron Yates and Dorit Strauss Yates Declaration of Trust Dated December 19, 1990, who have granted an irrevocable proxy to Mr. Yates.

4. The option is early exercisable. 1/60th of the shares subject to the option vest each month on the same day of the month as September 30, 2013 (the "Vesting Commencement Date") for the first 24 months. For the following 24 months, 1/40th of the shares subject to the option shall vest each month on the same day of the month as the Vesting Commencement Date.

Remarks:

	/s/ Michael Sachse, Attorney in fact for Daniel Yates	04/03/2014
	** 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.