Sec Form 4 Filing - Yates Daniel @ OPOWER, INC. - 2015-01-14

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Yates Daniel
2. Issuer Name and Ticker or Trading Symbol
OPOWER, INC. [ OPWR]
5. 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
(Last) (First) (Middle)
C/O OPOWER, INC.., 1515 NORTH COURTHOUSE ROAD, 8TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/14/2015
(Street)
ARLINGTON, VA22201
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/14/2015 S( 1 ) 12,208 D $ 13.6746 ( 2 ) 6,510,384 D
Common Stock 01/14/2015 S( 1 ) 3,032 D $ 13.6746 ( 2 ) 1,627,693 I See Footnote ( 3 )
Common Stock 01/15/2015 S( 1 ) 10,372 D $ 13.3343 ( 4 ) 6,500,012 D
Common Stock 01/15/2015 S( 1 ) 2,575 D $ 13.3343 ( 4 ) 1,625,118 I See Footnote ( 3 )
Common Stock 01/16/2015 S( 1 ) 10,532 D $ 13.3724 ( 5 ) 6,489,480 D
Common Stock 01/16/2015 S( 1 ) 2,615 D $ 13.3724 ( 5 ) 1,622,503 I See Footnote ( 3 )
Common Stock 50,000 I See Footnote ( 6 )
Common Stock 1,274 I See Footnote ( 7 )
Common Stock 50,000 I See Footnote ( 8 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Yates Daniel
C/O OPOWER, INC..
1515 NORTH COURTHOUSE ROAD, 8TH FLOOR
ARLINGTON, VA22201
X Chief Executive Officer
Signatures
/s/ Donald Saelinger, Attorney in Fact for Daniel Yates 01/16/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This sale was effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person on June 12, 2014.
( 2 )This sale price represents the weighted average sale price of the shares sold ranging from $13.52 to $13.89 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 )Shares held by the Yates-Whitman 2013 Annuity Trust #1.
( 4 )This sale price represents the weighted average sale price of the shares sold ranging from $13.10 to $13.65 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.
( 5 )This sale price represents the weighted average sale price of the shares sold ranging from $13.25 to $13.49 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.
( 6 )Shares held by Ivan Jellinek and Monica Jellinek, who have granted an irrevocable proxy to Mr. Yates.
( 7 )Shares held by Pierre Poussard and Mary Winston Nicklin, who have granted an irrevocable proxy to Mr. Yates.
( 8 )Shares held by 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.

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