Opower SC14D9C Written communication relating to third party tender offer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

Opower, Inc.

(Name of Subject Company)

Opower, Inc.

(Names of Persons Filing Statement)

COMMON STOCK, PAR VALUE $0.000005 PER SHARE

(Title of Class of Securities)

68375Y109

(CUSIP Number of Class of Securities)

Daniel Yates

Chief Executive Officer

1515 North Courthouse Road, 8^th Floor

Arlington, VA 22201

(703) 778-4544

(Name, Address and Telephone Number, including area code, of Agent For Service)

With copies to:

Stuart Cable, Esq.

Richard Kline, Esq.

Andrew Goodman, Esq.

Goodwin Procter LLP

Exchange Place

53 State Street

Boston, MA 02109

(617) 570-1000

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement)

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

The information set forth under Item 8.01 of the Current Report on Form 8-K filed by Opower, Inc. on May 10, 2016 is incorporated herein by reference.