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 * McPhee Rick	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, Engineering
(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)		2746	A	$2.09	2746	D
Common Stock	2/3/2015		S (1)		2746	D	$12.0249   (2)	0	D
Common Stock	2/4/2015		M (1)		2254	A	$2.09	2254	D
Common Stock	2/4/2015		S (1)		2254	D	$12.0002   (3)	0	D

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)	$2.09	2/3/2015		M   (1)			2746	(4)	5/2/2022	Common Stock	2746	$0.00	477254	D
Stock Option (Right to Buy)	$2.09	2/4/2015		M   (1)			2254	(4)	5/2/2022	Common Stock	2254	$0.00	475000	D

Explanation of Responses:
( 1)	This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 5, 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 $12.01 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)	The option vests and becomes exercisable for 1/4th of the option shares on March 5, 2013 and 1/48th of the option shares each month 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
McPhee Rick C/O OPOWER, INC. 1515 NORTH COURTHOUSE ROAD, 8TH FLOOR ARLINGTON, VA 22201			SVP, Engineering

Signatures
Donald Saelinger, Attorney in Fact for Rick McPhee		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.
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.