Opower Form 4 OPOWER / Jeremy Kirsch ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kirsch Jeremy

(Last) (First) (Middle)

C/O OPOWER, INC.

1515 NORTH COURTHOUSE ROAD, 8TH FLOOR

(Street)

ARLINGTON VA 22201

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP and GM, Worldwide Sales

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2016

4. 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 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
Common Stock	03/14/2016		M(1)		31,816	A	$0.045	546,142	D
Common Stock	03/14/2016		S(1)		31,816	D	$6.3894(2)	514,326	D
Common Stock	03/15/2016		M(1)		9,985	A	$0.045	524,311	D
Common Stock	03/15/2016		S(1)		9,985	D	$6.1969(3)	514,326	D
Common Stock								30,648	I	See Footnote(4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to buy)	$0.045	03/14/2016		M(1)			31,816	(5)	07/26/2018	Common Stock	31,816	$0.00	431,985	D
Stock Option (Right to buy)	$0.045	03/15/2016		M(1)			9,985	(5)	07/26/2018	Common Stock	9,985	$0.00	422,000	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 14, 2015.

2. This sale price represents the weighted average sale price of the shares sold ranging from $6.22 to $6.48 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

3. This sale price represents the weighted average sale price of the shares sold ranging from $6.07 to $6.34 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

4. Shares held by The Jeremy E. Kirsch 2013 Five-Year Grantor Retained Annuity Trust.

5. The option is fully vested and exercisable. 12.5% of the shares vested January 14, 2009, 21.875% of the shares vested on July 14, 2009, and the remaining shares vested in equal monthly installments over the following three years.

Remarks:

	/s/ Donald Saelinger, Attorney-in-Fact for Jeremy Kirsch	03/16/2016
	** 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 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).
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