Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 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 * 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) SVP, Worldwide Sales
(Last)          (First)          (Middle) C/O OPOWER, INC., 1515 NORTH COURTHOUSE ROAD, 8TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 2/3/2015
(Street) ARLINGTON, VA 22201 (City)        (State)        (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	2/3/2015		M (1)		6055	A	$0.045	114387	D
Common Stock	2/3/2015		S (1)		8170	D	$12.0175   (2)	106217	D
Common Stock	2/4/2015		M (1)		6445	A	$0.045	112662	D
Common Stock	2/4/2015		S (1)		8497	D	$12.0142   (3)	104165	D
Common Stock								62500	I	See Footnote   (4)
Common Stock								62500	I	See Footnote   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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	2/3/2015		M   (1)			6055	(6)	7/26/2018	Common Stock	6055	$0.00	690945	D
Stock Option (Right to Buy)	$0.045	2/4/2015		M   (1)			6445	(6)	7/26/2018	Common Stock	6445	$0.00	684500	D

Explanation of Responses:
( 1)	This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 9, 2014.
( 2)	This sale price represents the weighted average sale price of the shares sold ranging from $12.00 to $12.07 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 $12.00 to $12.11 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)	Shares held by The Jeremy E. Kirsch 2013 Three-Year Grantor Retained Annuity Trust.
( 6)	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.

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, VA 22201			SVP, Worldwide Sales

Signatures
Donald Saelinger, Attorney in Fact for Jeremy Kirsch		2/5/2015
** 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).
Note:	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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