Initial Statement of Beneficial Ownership (3)
April 03 2014 - 7:25PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
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Kirsch Jeremy
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2. Date of Event Requiring Statement (MM/DD/YYYY)
4/3/2014
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3. Issuer Name
and
Ticker or Trading Symbol
OPOWER, INC. [OPWR]
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(Last)
(First)
(Middle)
C/O OPOWER, INC., 1515 NORTH COURTHOUSE ROAD, 8TH FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
___
X
___ Officer (give title below)
_____ Other (specify below)
SVP, Worldwide Sales /
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(Street)
ARLINGTON, VA 22201
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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220000
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D
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Common Stock
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62500
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I
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By The Jeremy E. Kirsch 2013 Five-Year Grantor Retained Annuity Trust
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Common Stock
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62500
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I
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By The Jeremy E. Kirsch 2013 Three-Year Grantor Retained Annuity Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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(1)
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7/26/2018
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Common Stock
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747000
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$0.045
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D
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Stock Option (right to buy)
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(2)
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9/13/2022
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Common Stock
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40000
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$2.59
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D
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Stock Option (right to buy)
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(3)
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4/16/2023
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Common Stock
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110000
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$4.19
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D
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Explanation of Responses:
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(
1)
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12.5% of the shares vested six months after the vesting commencement date of July 14, 2008; an additional 21.875% of the shares vested on the one-year anniversary of the vesting commencement date; and the remaining shares vested in equal monthly installments over the following three years.
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(
2)
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1/4th of the shares subject to the option vested on July 14, 2013 and 1/48th of the shares subject to the option shall vest monthly thereafter. 50% of the then unvested shares are subject to acceleration upon a change of control pursuant to the terms of an agreement between the Issuer and the Reporting Person.
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(
3)
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1/4th of the shares subject to the option shall vest on July 1, 2014 and 1/48th of the shares subject to the option vest monthly thereafter. 50% of the then unvested shares are subject to acceleration upon a change of control pursuant to the terms of an agreement between the Issuer and the Reporting Person.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kirsch Jeremy
C/O OPOWER, INC.
1515 NORTH COURTHOUSE ROAD, 8TH FLOOR
ARLINGTON, VA 22201
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SVP, Worldwide Sales
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Signatures
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/s/ Michael Sachse, Attorney in fact for Jeremy Kirsch
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4/3/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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