Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Yates Daniel

2. Date of Event Requiring Statement (MM/DD/YYYY) 4/3/2014

3. Issuer Name and Ticker or Trading Symbol

OPOWER, INC. [OPWR]

(Last) (First) (Middle)

C/O OPOWER, INC., 1515 NORTH COURTHOUSE ROAD, 8TH FLOOR

4. 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 /

(Street)

ARLINGTON, VA 22201

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6846582	D
Common Stock	1700000	I	By the Yates-Whitman 2013 Annuity Trust #1
Common Stock	50000	I	By Ivan Jellinek and Monica Jellinek ⁽¹⁾
Common Stock	1274	I	By Pierre Poussard and Mary Winston Nicklin ⁽²⁾
Common Stock	50000	I	By Ralph Aaron Yates, Dorit Strauss Yates and Daniel Joseph Yates, Trustees of the Ralph Aaron Yates ⁽³⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽⁴⁾	8/26/2018	Common Stock	69250	$7.22	D
Stock Option (right to buy)	⁽⁴⁾	8/26/2018	Common Stock	787918	$6.56	D

Explanation of Responses:
( 1)	Ivan Jellinek and Monica Jellinek, who have granted an irrevocable proxy to Mr. Yates.
( 2)	Pierre Poussard and Mary Winston Nicklin, who have granted an irrevocable proxy to Mr. Yates.
( 3)	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.
( 4)	The option is early exercisable. 1/60th of the shares subject to the option vest each month on the same day of the month as September 30, 2013 (the "Vesting Commencement Date") for the first 24 months. For the following 24 months, 1/40th of the shares subject to the option shall vest each month on the same day of the month as the Vesting Commencement Date.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Yates Daniel C/O OPOWER, INC. 1515 NORTH COURTHOUSE ROAD, 8TH FLOOR ARLINGTON, VA 22201	X		Chief Executive Officer

Signatures
/s/ Michael Sachse, Attorney in fact for Daniel Yates		4/3/2014
^** 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 5(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 control number.