Sec Form 4 Filing - Kirsch Jeremy @ OPOWER, INC. - 2016-03-10

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Kirsch Jeremy 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 (Last) (First) (Middle) C/O OPOWER, INC., 1515 NORTH COURTHOUSE ROAD, 8TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/10/2016 (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 03/10/2016 M( 1 ) 47,699 A $ 0.045 562,025 D Common Stock 03/10/2016 S( 1 ) 47,699 D $ 6.0856 ( 2 ) 514,326 D Common Stock 03/11/2016 M( 1 ) 35,500 A $ 0.045 549,826 D Common Stock 03/11/2016 S( 1 ) 35,500 D $ 6.162 ( 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 (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 Exer cisable 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 Stock Option (Right to buy) $ 0.045 03/10/2016 M( 1 ) 47,699 ( 5 ) 07/26/2018 Common Stock 47,699 $ 0 499,301 D Stock Option (Right to buy) $ 0.045 03/11/2016 M( 1 ) 35,500 ( 5 ) 07/26/2018 Common Stock 35,500 $ 0 463,801 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kirsch Jeremy C/O OPOWER, INC. 1515 NORTH COURTHOUSE ROAD, 8TH FLOOR ARLINGTON, VA22201 EVP and GM, Worldwide Sales Signatures /s/ Donald Saelinger, Attorney-in-Fact for Jeremy Kirsch 03/14/2016 Signature of Reporting Person Date

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 $6.01 to $6.36 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 $6.06 to $6.24 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.

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).

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.