Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Heinz David R
2. Date of Event Requiring Statement (Month/Day/Year)
06/18/2014
3. Issuer Name and Ticker or Trading Symbol
Ocean Power Technologies, Inc. [OPTT]
(Last)
(First)
(Middle)
C/O OCEAN POWER TECHNOLOGIES, INC., 1590 REED ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PENNINGTON, NJ 08534
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 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 35,000 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option(Right To Buy)   (2) 01/20/2024 Common Stock 60,000 $ 2.49 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Heinz David R
C/O OCEAN POWER TECHNOLOGIES, INC.
1590 REED ROAD
PENNINGTON, NJ 08534
      Chief Operating Officer  

Signatures

/s/ David R. Heinz by Mark A. Featherstone as attorney-in-fact 06/27/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Restricted stock grant vests as follows: 15,000 shares upon grant and the remaining 20,000 shares vest in equal installments on June 19, 2014, 2015, 2016, based on attainment of performance goals. Of the tranche that vested on June 19, 2014, 3,700 shares vested and 2,967 shares were forfeited based on the partial attainment of performance goals.
(2) The option grant vests as follows: 15,000 options upon grant and the remaining 45,000 options vest in equal installments on June 19, 2014, 2015, 2016, based on attainment of performance goals. Of the tranche that vested on June 19, 2014, 8,325 options vested and 6,675 options were forfeited based on the partial attainment of performance goals.
 
Remarks:
Exhibit 24 - Power of Attorney

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