OPWR / Opower, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Opower, Inc.
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CIK 1412043
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Opower, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
June 27, 2016 15-12B

Opower FORM 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36377 Opower, Inc. (Exact name of registrant as specified in its charter

June 21, 2016 S-8 POS

Opower S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 21, 2016 Registration No.

June 21, 2016 S-8 POS

Opower S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 21, 2016 Registration No.

June 21, 2016 S-8 POS

Opower S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 21, 2016 Registration No.

June 17, 2016 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OPOWER, INC. ARTICLE I

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OPOWER, INC. ARTICLE I The name of this Corporation is Opower, Inc. (the “Corporation”). ARTICLE II The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, Delaware 19808, County of New Castle. The name of its registered agent at such address is Corpo

June 17, 2016 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 14, 2016 OPOWER, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-36377 26-0542549 (Commission File Num

June 17, 2016 EX-3.2

AMENDED AND RESTATED OPOWER, INC. TABLE OF CONTENTS Page ARTICLE 1 CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 STOCKHOLDERS’ MEETINGS 1 2.1 Place Of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice Of Sto

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF OPOWER, INC. TABLE OF CONTENTS Page ARTICLE 1 CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 STOCKHOLDERS? MEETINGS 1 2.1 Place Of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice Of Stockholders? Meetings 2 2.5 Manner Of Giving Notice; Affidavit Of Notice 2 2.6 Quorum 2 2.7 Adjourned Meeting; Notice 3 2.8

June 16, 2016 SC 13G/A

OPWR / Opower, Inc. / New Enterprise Associates 12, Limited Partnership Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Opower, Inc. (Name of Issuer) Common Stock, $0.000005 par value per share (Title of Class of Securities) 68375Y109 (CUSIP Number) June 14, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

June 14, 2016 EX-99.25

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 27, 2016, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2

June 14, 2016 SC 14D9/A

Opower SCHEDULE 14D-9/A (AMENDMENT NO. 3)

Schedule 14D-9/A (Amendment No. 3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 3 Opower, Inc. (Name of Subject Company) Opower, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.000005 per share (Title of Class

June 14, 2016 SC TO-T/A

Opower AMENDMENT NO. 2 TO SCHEDULE TO

Amendment No. 2 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) OPOWER, INC. (Name of Subject Company (Issuer)) OLYMPUS II ACQUISITION CORPORATION (Offeror) a subsidiary of OC ACQUISITION LLC (Parent of Offeror) a subsidiary of ORACLE

June 8, 2016 SC 14D9/A

Opower SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No.

June 8, 2016 EX-99.A.5.F

***

EX-99.(a)(5)(F) Exhibit (a)(5)(F) To Employees of Opower: We have received a handful of questions from Opower employees regarding how your equity awards will be treated in the merger with Oracle. The FAQ below is intended to provide you with answers to key questions. If you have additional questions or issues that you would like to discuss, please ask your manager, HR business partner or departmen

May 18, 2016 SC 14D9/A

Opower SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No.

May 18, 2016 SC TO-T/A

Opower AMENDMENT # 1 TO SC TO-T

Amendment # 1 to SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 16, 2016 EX-99.(E)(3)

2

EX-99.(e)(3) Exhibit (e)(3) April 16, 2016 Opower, Inc. 1515 North Courthouse Road, 8th Floor Arlington, Virginia 22201 Attn: Daniel Yates, Chief Executive Officer Dear Dan: Reference is made to the Proposal Letter, dated as of the date hereof, from Oracle Corporation (“Oracle”) to Opower, Inc. (the “Company”) relating to a proposed transaction (the “Proposed Transaction”) involving the Company an

May 16, 2016 EX-99.(E)(2)

CONFIDENTIAL DISCLOSURE AGREEMENT FOR STRATEGIC MATTERS

Exhibit (e)(2) CONFIDENTIAL DISCLOSURE AGREEMENT FOR STRATEGIC MATTERS This Confidential Disclosure Agreement (“Agreement”) is entered into as of the effective date listed below (“Effective Date”) by Oracle Corporation (“Oracle”) located at 500 Oracle Parkway, Redwood City, California 94065 and the company designated below (“Company”).

May 16, 2016 SC 14D9

Opower SCHEDULE 14D-9

Schedule 14D-9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 16, 2016 EX-99.(A)(1)(A)

Offer To Purchase All Outstanding Shares of Common Stock OPOWER, INC. $10.30 Per Share, Net in Cash OLYMPUS II ACQUISITION CORPORATION a subsidiary OC ACQUISITION LLC a subsidiary ORACLE CORPORATION

EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer To Purchase All Outstanding Shares of Common Stock of OPOWER, INC. at $10.30 Per Share, Net in Cash by OLYMPUS II ACQUISITION CORPORATION a subsidiary of OC ACQUISITION LLC a subsidiary of ORACLE CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF JUNE 13, 2016, UNLESS THE OFFER IS EX

May 16, 2016 EX-99.(A)(1)(B)

LETTER OF TRANSMITTAL To Tender Shares of Common Stock OPOWER, INC. $10.30 Per Share, Net in Cash Pursuant to the Offer to Purchase dated May 16, 2016 OLYMPUS II ACQUISITION CORPORATION a subsidiary OC ACQUISITION LLC a subsidiary ORACLE CORPORATION

EX-99.(A)(1)(B) 3 d136082dex99a1b.htm EX-99.(A)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of OPOWER, INC. at $10.30 Per Share, Net in Cash Pursuant to the Offer to Purchase dated May 16, 2016 by OLYMPUS II ACQUISITION CORPORATION a subsidiary of OC ACQUISITION LLC a subsidiary of ORACLE CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,

May 16, 2016 EX-99.(A)(1)(D)

Offer to Purchase All Outstanding Shares of Common Stock OPOWER, INC. $10.30 PER SHARE, Net in Cash Pursuant to the Offer to Purchase dated May 16, 2016 OLYMPUS II ACQUISITION CORPORATION a subsidiary OC ACQUISITION LLC a subsidiary ORACLE CORPORATIO

EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of OPOWER, INC. at $10.30 PER SHARE, Net in Cash Pursuant to the Offer to Purchase dated May 16, 2016 by OLYMPUS II ACQUISITION CORPORATION a subsidiary of OC ACQUISITION LLC a subsidiary of ORACLE CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF JU

May 16, 2016 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock OPOWER, INC. $10.30 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase dated May 16, 2016 OLYMPUS II ACQUISITION CORPORATION a subsidiary OC ACQUISITION LLC a subsidiary ORACLE CORP

EX-99.(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of OPOWER, INC. at $10.30 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase dated May 16, 2016 by OLYMPUS II ACQUISITION CORPORATION a subsidiary of OC ACQUISITION LLC a subsidiary of ORACLE CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END

May 16, 2016 EX-99.(A)(1)(F)

Notice of Offer to Purchase All Outstanding Shares of Common Stock OPOWER, INC. $10.30 Per Share, Net in Cash OLYMPUS II ACQUISITION CORPORATION a subsidiary OC ACQUISITION LLC a subsidiary ORACLE CORPORATION

EX-99.(A)(1)(F) 7 d136082dex99a1f.htm EX-99.(A)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made only by the Offer to Purchase, dated May 16, 2016, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of Shares.

May 16, 2016 EX-99.(A)(1)(E)

Offer to Purchase All Outstanding Shares of Common Stock OPOWER, INC. $10.30 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase dated May 16, 2016 OLYMPUS II ACQUISITION CORPORATION a subsidiary OC ACQUISITION LLC a subsidiary ORACLE CORPORATIO

EX-99.(A)(1)(E) 6 d136082dex99a1e.htm EX-99.(A)(1)(E) Exhibit (a)(1)(E) Offer to Purchase All Outstanding Shares of Common Stock of OPOWER, INC. at $10.30 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase dated May 16, 2016 by OLYMPUS II ACQUISITION CORPORATION a subsidiary of OC ACQUISITION LLC a subsidiary of ORACLE CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT

May 16, 2016 SC TO-T

Opower THIRD-PARTY TENDER OFFER STATEMENT ON SCHEDULE TO

Third-Party Tender Offer Statement on Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 12, 2016 EX-99.1

Joint Filing Agreement

EX-99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.000005 per share, of Opower, Inc., a Delaware corporation, and further agree tha

May 12, 2016 SC 13D

OPWR / Opower, Inc. / ORACLE CORP - SC 13D Activist Investment

SC 13D 1 d148170dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Opower, Inc. (Name of Issuer) Common Stock, par value $0.000005 (Title of Class of Securities) 68375Y109 (CUSIP Number) Copies to: Brian S. Higgins Vice President and Associate General Counsel Oracle Corporation 500 Oracle Parkway Redwood

May 10, 2016 SC14D9C

Opower SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Opower, Inc. (Name of Subject Company) Opower, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.000005 PER SHARE (Title of Class of Securities) 68375Y109 (CUSIP Number of Class of Securi

May 10, 2016 8-K

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2016 Opower, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36377 26-0542549 (State or other jurisdiction of incorporation) (Commission File

May 10, 2016 10-Q

Opower 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file num

May 10, 2016 EX-10.1

MASTER AGREEMENT FOR THE PURCHASE OF SMART ENERGY SERVICES SOFTWARE AND SERVICES EXELON BUSINESS SERVICES COMPANY, LLC, for itself and as Agent for BALTIMORE GAS AND ELECTRIC COMPANY, COMMONWEALTH EDISON COMPANY, and PECO ENERGY COMPANY OPOWER, INC.

EX-10.1 2 d334188dex101.htm EX-10.1 Exhibit 10.1 CONFIDENTIAL TREATMENT REQUESTED BY OPOWER, INC. CERTAIN CONFIDENTIAL PORTIONS OF THIS AGREEMENT WERE OMITTED AND REPLACED WITH “[****]”. MASTER AGREEMENT FOR THE PURCHASE OF SMART ENERGY SERVICES SOFTWARE AND SERVICES Between EXELON BUSINESS SERVICES COMPANY, LLC, for itself and as Agent for BALTIMORE GAS AND ELECTRIC COMPANY, COMMONWEALTH EDISON C

May 9, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2016 Opower, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36377 26-0542549 (State or other jurisdiction of incorporation) (Commission File Numbe

May 9, 2016 EX-99.1

Opower Announces First Quarter 2016 Financial Results

EX-99.1 Exhibit 99.1 Opower Announces First Quarter 2016 Financial Results Arlington, Va. ? May 9, 2016 ? Opower (NYSE: OPWR), the global leader in cloud-based software for the utility industry, today announced its financial results for the first quarter ended March 31, 2016. First Quarter 2016 Financial Highlights ? Total revenue was $36.7 million, an increase of 10 percent from the comparable pe

May 3, 2016 EX-99.2

Oracle Buys Opower

EX-99.2 Exhibit 99.2 Oracle Buys Opower Together, Oracle and Opower will Become the Largest Provider of Mission-Critical Cloud Services to the $2.3 Trillion Utilities Industry May 2, 2016 Copyright ? 2016, Oracle and/or its affiliates. All rights reserved. Cautionary Statement Regarding Forward-Looking Statements This document contains certain forward-looking statements about Oracle and Opower, in

May 3, 2016 EX-99.1

Oracle Buys Opower

EX-99.1 Exhibit 99.1 Press Release Oracle Buys Opower Together, Oracle and Opower Will Become the Largest Provider of Mission-Critical Cloud Services to the $2.3 Trillion Utilities Industry Redwood Shores, CA; May 2, 2016 ? Oracle (NYSE: ORCL) today announced that it has entered into a definitive agreement to acquire Opower (NYSE: OPWR), the leading provider of customer engagement and energy effic

May 3, 2016 SC TO-C

Opower SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Opower, Inc. (Name of Subject Company (Issuer)) Olympus II Acquisition Corporation a wholly owned subsidiary of OC Acquisition LLC a wholly owned subsidiary of Oracle Corporation (Names of Filing Persons (Offero

May 3, 2016 EX-99.3

Overview and Frequently Asked Questions Overview Oracle Buys Opower Together, Oracle and Opower Will Become the Largest Cloud Provider to the $2.3 Trillion Utilities Industry On May 2, 2016, Oracle announced that it has entered into a definitive agre

EX-99.3 Exhibit 99.3 Overview and Frequently Asked Questions Overview Oracle Buys Opower Together, Oracle and Opower Will Become the Largest Cloud Provider to the $2.3 Trillion Utilities Industry On May 2, 2016, Oracle announced that it has entered into a definitive agreement to acquire Opower, the leading provider of customer engagement and energy efficiency cloud services to utilities. The propo

May 3, 2016 EX-99.4

Dear Customers and Partners,

EX-99.4 Exhibit 99.4 Dear Customers and Partners, On May 2, 2016, Oracle announced that it has entered into a definitive agreement to acquire Opower, the leading provider of customer engagement and energy efficiency cloud services to utilities. The proposed transaction is expected to close in 2016. Until the transaction closes, Oracle and Opower will continue to operate independently. Opower?s sol

May 2, 2016 SC14D9C

Opower SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Opower, Inc. (Name of Subject Company) Opower, Inc. (Names of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $0.000005 PER SHARE (Title of Class of Securities) 68375Y109 (CUSIP Number of Class of Secu

May 2, 2016 EX-99.4

Forward-Looking Statements Important Information In connection with the proposed acquisition, Oracle will commence a tender offer for the outstanding shares of Opower. The tender offer has not yet commenced. This communication is for informational pu

EX-99.4 5 d186402dex994.htm EX-99.4 Oracle Buys Opower May 2, 2016 Together, Oracle and Opower will Become the Largest Provider of Mission-Critical Cloud Services to the $2.3 Trillion Utilities Industry Exhibit 99.4 Forward-Looking Statements Important Information In connection with the proposed acquisition, Oracle will commence a tender offer for the outstanding shares of Opower. The tender offer

May 2, 2016 EX-99.1

Opower Web Content:

EX-99.1 Exhibit 99.1 Opower Web Content: 1) Banner on Home page of www.opower.com Oracle Buys Opower Learn More 2) Landing Page https://opower.com/oracle/ Oracle Buys Opower On May 2, 2016, Opower, the leading provider of customer engagement and energy efficiency cloud services to utilities, announced that it has entered into a definitive agreement to be acquired by Oracle. Opower?s solutions enab

May 2, 2016 EX-99.3

Dear Customers,

EX-99.3 4 d186402dex993.htm EX-99.3 Exhibit 99.3 Dear Customers, I am delighted to share that Oracle has just announced an agreement to acquire Opower. Upon the close of this transaction, we will become part of Oracle Utilities Global Industry Business Unit. This transaction accelerates our mission to build a clean energy future. Oracle Utilities offers a complete suite of operational applications

May 2, 2016 EX-99.2

Overview and Frequently Asked Questions

EX-99.2 Exhibit 99.2 Overview and Frequently Asked Questions Overview Oracle Buys Opower Together, Oracle and Opower Will Become the Largest Cloud Provider to the $2.3 Trillion Utilities Industry On May 2, 2016, Oracle announced that it has entered into a definitive agreement to acquire Opower, the leading provider of customer engagement and energy efficiency cloud services to utilities. The propo

May 2, 2016 SC14D9C

Opower SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Opower, Inc. (Name of Subject Company) Opower, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.000005 PER SHARE (Title of Class of Securities) 68375Y109 (CUSIP Number of Class of Securi

May 2, 2016 EX-99.1

Oracle Buys Opower

EX-99.1 Exhibit 99.1 Press Release Oracle Buys Opower Together, Oracle and Opower Will Become the Largest Provider of Mission-Critical Cloud Services to the $2.3 Trillion Utilities Industry Arlington, Va. ? May 2, 2016 ? Opower (NYSE: OPWR), the leading provider of customer engagement and energy efficiency cloud services to utilities, today announced that it has entered into a definitive agreement

May 2, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2016 Opower, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36377 26-0542549 (State or other jurisdiction of incorporation) (Commission File Numbe

May 2, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER dated as of May 1, 2016 OPOWER, INC., OC ACQUISITION LLC, OLYMPUS II ACQUISITION CORPORATION ORACLE CORPORATION

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of May 1, 2016 among OPOWER, INC., OC ACQUISITION LLC, OLYMPUS II ACQUISITION CORPORATION and ORACLE CORPORATION The Agreement and Plan of Merger (the ?Agreement?) contains representations, warranties and covenants that were made only for purposes of the Agreement and as of specific dates; were solely for the benefit of the

April 14, 2016 DEFA14A

Opower DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

April 14, 2016 DEF 14A

Opower DEF 14A

DEF 14A 1 d164836ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as

March 7, 2016 S-8

Opower S-8

S-8 1 d150719ds8.htm S-8 As filed with the Securities and Exchange Commission on March 7, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Opower, Inc. (Exact name of registrant as specified in its charter) Delaware 26-0542549 (State or other jurisdiction of incorporation or organizat

March 7, 2016 10-K

Opower 10-K (Annual Report)

10-K 1 d108897d10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

March 7, 2016 EX-10.5.3

SECOND AMENDMENT TO DEED OF LEASE

EX-10.5.3 Exhibit 10.5.3 SECOND AMENDMENT TO DEED OF LEASE THIS SECOND AMENDMENT TO DEED OF LEASE (this “Amendment”) is entered into as of December 24, 2015 by and between MEPT COURTHOUSE TOWER, LLC, a Delaware limited liability company (the “Landlord”), and OPOWER, INC., a Delaware corporation (the “Tenant”). RECITALS A. Landlord and Tenant entered into that certain Deed of Lease dated as of Nove

March 7, 2016 EX-21

Subsidiaries of Opower, Inc.

EX-21 Exhibit 21 Subsidiaries of Opower, Inc. The following is a list of subsidiaries of Opower, Inc., omitting some subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary. Name of Subsidiary Jurisdiction of Incorporation or Organization Opower Devices, Inc. Delaware Opower International Holding, LLC Delaware Opower Japan Kabushiki Kaisha Japan OPOWER-SG PTE

March 2, 2016 EX-99.1

Exelon’s Utilities Select Opower for Innovative Analytics and Engagement Services to Enhance Service and Reduce Costs for Customers BGE, ComEd and PECO to use Opower customer programs

EX-99.1 Exhibit 99.1 Exelon?s Utilities Select Opower for Innovative Analytics and Engagement Services to Enhance Service and Reduce Costs for Customers BGE, ComEd and PECO to use Opower customer programs ARLINGTON, Va., February 29, 2016 ? Opower (NYSE: OPWR), the global leader in cloud-based software for the utility industry, announced today that it has been selected by utilities of Exelon Corpo

March 2, 2016 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2016 Opower, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36377 26-0542549 (State or other jurisdiction of incorporation) (Commission

February 29, 2016 EX-99.1

Opower Announces Fourth Quarter and Full Year 2015 Financial Results Q4 Revenue Grows 16% year-over-year to $40.5 Million Revenue Backlog Increases to $480 Million Largest Deal in Company History Signed with Exelon

EX-99.1 2 d150142dex991.htm EX-99.1 Exhibit 99.1 Opower Announces Fourth Quarter and Full Year 2015 Financial Results Q4 Revenue Grows 16% year-over-year to $40.5 Million Revenue Backlog Increases to $480 Million Largest Deal in Company History Signed with Exelon Arlington, Va. — February 29, 2016 — Opower (NYSE: OPWR), the global leader in cloud-based software for the utility industry, today anno

February 29, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2016 Opower, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36377 26-0542549 (State or other jurisdiction of incorporation) (Commission File Num

February 16, 2016 SC 13G/A

OPWR / Opower, Inc. / Yates Daniel - SC 13G/A Passive Investment

SC 13G/A 1 d115325dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* Opower, Inc. (Name of issuer) Common Stock (Title of class of securities) 68375Y109 (CUSIP number) December 31, 20

February 16, 2016 SC 13G/A

OPWR / Opower, Inc. / Laskey Alexander - SC 13G/A Passive Investment

SC 13G/A 1 d115325dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* Opower, Inc. (Name of issuer) Common Stock (Title of class of securities) 68375Y109 (CUSIP number) December 31, 20

November 10, 2015 EX-99.1

Opower Announces Third Quarter Financial Results Company announces major new contract worth nearly $50 million Revenue of $39 million marks 15 percent year-over-year growth

EX-99.1 Exhibit 99.1 Opower Announces Third Quarter Financial Results Company announces major new contract worth nearly $50 million Revenue of $39 million marks 15 percent year-over-year growth ARLINGTON, Va. ? November 10, 2015 ? Opower (NYSE: OPWR), the global leader in cloud-based software for the utility industry, today announced its financial results for the third quarter of 2015. The company

November 10, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2015 Opower, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36377 26-0542549 (State or other jurisdiction of incorporation) (Commission

August 11, 2015 EX-99.1

Opower Announces Second Quarter Financial Results Reports revenue of $35.8 million, 15 percent year-over-year growth Company announces major new contract worth more than $50 million over 6 years

EX-99.1 Exhibit 99.1 Opower Announces Second Quarter Financial Results Reports revenue of $35.8 million, 15 percent year-over-year growth Company announces major new contract worth more than $50 million over 6 years ARLINGTON, Va. ? August 11, 2015 ? Opower (NYSE: OPWR), the global leader in cloud-based software for the utility industry, today announced its financial results for the second quarter

August 11, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d35881d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2015 Opower, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36377 26-0542549 (State or other jurisdiction of incorpor

August 11, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2015 Opower, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36377 26-0542549 (State or other jurisdiction of incorporation) (Commission File N

May 29, 2015 8-K

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2015 Opower, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36377 26-0542549 (State or other jurisdiction of incorporation) (Commission File Numb

May 18, 2015 EX-24

EX-24

LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Daniel Yates, Thomas G.

May 12, 2015 EX-99.1

Opower Announces First Quarter 2015 Financial Results Reports Revenue of $33.4 million, 17% year-over-year growth

EX-99.1 2 d924411dex991.htm EX-99.1 Exhibit 99.1 Opower Announces First Quarter 2015 Financial Results Reports Revenue of $33.4 million, 17% year-over-year growth ARLINGTON, Va. — May 12, 2015 — Opower (NYSE: OPWR), a leading provider of cloud-based software for the utility industry, today announced its financial results for the first quarter of 2015. The company ended the quarter with revenue of

May 12, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2015 Opower, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36377 26-0542549 (State or other jurisdiction of incorporation) (Commission File Numb

April 15, 2015 DEF 14A

Opower DEF 14A

DEF 14A 1 a407142def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Q Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 1

April 15, 2015 DEFA14A

Opower DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

March 20, 2015 S-8 POS

Opower S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on March 20, 2015 Registration No.

March 13, 2015 S-8

Opower S-8

S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Opower, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 26-0542549 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 1515 North Courthouse Road, 8th Floor Arlington, Virginia 22201 (Add

March 2, 2015 EX-99.1

Opower Announces Fourth Quarter and Full Year 2014 Financial Results 2014 revenue is $128.4 million, 45 percent increase over 2013

EX-99.1 2 d881754dex991.htm EXHIBIT 99.1 Exhibit 99.1 Opower Announces Fourth Quarter and Full Year 2014 Financial Results 2014 revenue is $128.4 million, 45 percent increase over 2013 ARLINGTON, Va.—(March 2, 2015)—Opower (NYSE: OPWR), a leading provider of cloud-based software for the utility industry, today announced its financial results for the fourth quarter and full year 2014. The company f

March 2, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d881754d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2015 Opower, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36377 26-0542549 (State or other jurisdiction of incorporation)

February 17, 2015 SC 13G

OPWR / Opower, Inc. / Laskey Alexander - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* Opower, Inc. (Name of issuer) Common Stock (Title of class of securities) 68375Y109 (CUSIP number) 12/31/2014 (Date of event which requires filing

February 17, 2015 SC 13G

OPWR / Opower, Inc. / Yates Daniel - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* Opower, Inc. (Name of issuer) Common Stock (Title of class of securities) 68375Y109 (CUSIP number) 12/31/2014 (Date of event which requires filing

February 9, 2015 SC 13G

OPWR / Opower, Inc. / New Enterprise Associates 12, Limited Partnership - OPOWER, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Opower, Inc. (Name of Issuer) Common Stock, $0.000005 par value per share (Title of Class of Securities) 68375Y109 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

November 14, 2014 EX-99.1

Opower Announces Third Quarter 2014 Financial Results Q3 revenue is $33.8 million, representing 50% top line growth year over year Behavioral Demand Response pilot delivers 5% energy savings at peak

EX-99.1 Exhibit 99.1 Opower Announces Third Quarter 2014 Financial Results Q3 revenue is $33.8 million, representing 50% top line growth year over year Behavioral Demand Response pilot delivers 5% energy savings at peak ARLINGTON, Va.—(BUSINESS WIRE)— Opower (NYSE: OPWR), a leading provider of cloud-based software for the utility industry, today announced its financial results for the third quarte

November 14, 2014 EX-99.2

Opower, Inc. 2014 Third Quarter Preliminary Results Call

EX-99.2 Opower, Inc. 2014 Third Quarter Preliminary Results Call Exhibit 99.2 Date and Time: Tuesday, November 11, 2014, 5:00 p.m. ET Speakers: Opower, Inc. Management Operator Good afternoon. My name is Heather, and I will be your conference operator today. At this time, I would like to welcome everyone to the Opower Third Quarter 2014 Earnings Conference Call. I will now turn the call over to Ch

November 14, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2014 Opower, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36377 26-0542549 (State or other jurisdiction of incorporation) (Commission File

August 12, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2014 Opower, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36377 26-0542549 (State or other jurisdiction of incorporation) (Commission F

August 12, 2014 EX-99.1

Opower Announces Second Quarter 2014 Financial Results Second quarter revenue of $31.2 million outperforms expectations Opower live with CLP Power Hong Kong

EX-99.1 Exhibit 99.1 Opower Announces Second Quarter 2014 Financial Results Second quarter revenue of $31.2 million outperforms expectations Opower live with CLP Power Hong Kong ARLINGTON, Va.—August 12, 2014— Opower (NYSE:OPWR), a leading provider of cloud-based software for the utility industry, today announced its financial results for the second quarter ended June 30, 2014. “The second quarter

May 14, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2014 Opower, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36377 26-0542549 (State or other jurisdiction of incorporation) (Commission File Numb

May 14, 2014 EX-99.1

Opower Announces First Quarter 2014 Financial Results First quarter revenue of $28.6 million increases 50% year-over-year

EX-99.1 Exhibit 99.1 Opower Announces First Quarter 2014 Financial Results First quarter revenue of $28.6 million increases 50% year-over-year ARLINGTON, Va.—May 14, 2014— Opower (NYSE: OPWR), a leading provider of cloud-based software for the utility industry, today announced its financial results for the first quarter ended March 31, 2014. “We are pleased to report a strong start to 2014, with r

April 29, 2014 8-K

Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2014 Opower, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36377 26-0542549 (State or other jurisdiction of incorporation) (Commission File Nu

April 4, 2014 424B4

6,100,000 Shares COMMON STOCK

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-194264 PROSPECTUS 6,100,000 Shares COMMON STOCK Opower, Inc. is offering 6,100,000 shares of its common stock. This is our initial public offering, and no public market currently exists for our shares. Our common stock is approved for listing on the New York Stock Exchange under the symbol “OPWR.” We are an “emerging gro

April 4, 2014 S-8

- S-8

S-8 As filed with the U.S. Securities and Exchange Commission on April 3, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Opower, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 26-0542549 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Emp

April 1, 2014 CORRESP

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CORRESP April 1, 2014 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

April 1, 2014 CORRESP

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CORRESP Opower, Inc. 1515 North Courthouse Road, 8th Floor Arlington, Virginia 22201 VIA EDGAR April 1, 2014 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-4720 Attention: Mark P. Shuman, Branch Chief Re: Opower, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-194264 Dear Mr. Shuman: Pursuant to

March 25, 2014 8-A12B

- 8-A12B

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Opower, Inc. (Exact name of registrant as specified in its charter) Delaware 26-0542549 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1515 North Courthouse Ro

March 24, 2014 EX-10.12

Signature Page Follows

Exhibit 10.12 January 24, 2014 Sandy Hynes (Address) (Address) Dear Sandy, Opower, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment with the Company on the terms described below. Position. You will start in a full-time position as SVP of People In our San Francisco office, and you will initially report to Dan Yates, CEO and Founder By signing this letter, you repres

March 24, 2014 EX-4.1

Additional abbreviations may also be used though not in the above list.

EX-4.1 Exhibit 4.1 NUMBER OP SHARES INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE OPOWER CUSIP 68375Y 10 9 SEE REVERSE FOR CERTAIN DEFINITIONS This certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.000005 PAR VALUE, OF OPOWER, INC. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certifi

March 24, 2014 EX-1.1

[—] Shares OPOWER, INC. COMMON STOCK, PAR VALUE $0.000005 PER SHARE UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 [—] Shares OPOWER, INC. COMMON STOCK, PAR VALUE $0.000005 PER SHARE UNDERWRITING AGREEMENT [—], 2014 [—], 2014 Morgan Stanley & Co. LLC Goldman, Sachs & Co. c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Goldman, Sachs & Co. 200 West Street New York, New York 10282 Ladies and Gentlemen: Opower, Inc., a Delaware corporation (the “Company”), proposes to issue

March 24, 2014 S-1/A

- AMENDMENT #1

Amendment #1 Table of Contents As filed with the Securities and Exchange Commission on March 24, 2014.

March 24, 2014 CORRESP

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Correspondence Richard A. Kline 650.752.3139 rkline@ goodwinprocter.com Goodwin Procter LLP Counselors at Law 135 Commonwealth Drive T: 650.752.3100 F: 650.853.1038 March 24, 2014 Mark P. Shuman Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Opower, Inc. Registration Statement on Form S-1 Filed March 3, 2014 File No. 333-

March 13, 2014 CORRESP

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CORRESP CONFIDENTIAL TREATMENT REQUESTED BY OPOWER, INC.: OPOWER-002 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[****].” THE OMITTED PORT

March 3, 2014 EX-3.4

AMENDED AND RESTATED OPOWER, INC. (the “Corporation”) ARTICLE I

EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF OPOWER, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may sub

March 3, 2014 EX-4.2

OPOWER, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 24, 2010 OPOWER, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

EX-4.2 Exhibit 4.2 OPOWER, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 24, 2010 OPOWER, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT This Second Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of November 24, 2010, by and among OPOWER, Inc., a Delaware corporation (the “Company”), the holders of Series A Preferred Stock and S

March 3, 2014 EX-3.1

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OPOWER, INC.

EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OPOWER, INC. The undersigned, Alexander Laskey, hereby certifies that: 1. He is the duly elected and acting President of OPOWER, INC., a Delaware corporation. 2. The Certificate of Incorporation of this corporation was originally filed with the Secretary of State of Delaware on June 14, 2007 under the name “Positive Ene

March 3, 2014 EX-1.1

[—] Shares OPOWER, INC. COMMON STOCK, PAR VALUE $0.000005 PER SHARE UNDERWRITING AGREEMENT

EX-1.1 2 d620747dex11.htm EX-1.1 Exhibit 1.1 [—] Shares OPOWER, INC. COMMON STOCK, PAR VALUE $0.000005 PER SHARE UNDERWRITING AGREEMENT [—], 2014 [—], 2014 Morgan Stanley & Co. LLC Goldman, Sachs & Co. c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Goldman, Sachs & Co. 200 West Street New York, New York 10282 Ladies and Gentlemen: Opower, Inc., a Delaware corporation (the “Com

March 3, 2014 EX-10.2

OPOWER, INC. AMENDED AND RESTATED 2007 STOCK PLAN (as amended through February 28, 2014)

Exhibit 10.2 OPOWER, INC. AMENDED AND RESTATED 2007 STOCK PLAN (as amended through February 28, 2014) 1. Purposes of the Plan. The purposes of this 2007 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. Options granted unde

March 3, 2014 EX-10.10

[Opower letterhead]

EX-10.10 17 d620747dex1010.htm EX-10.10 Exhibit 10.10 [Opower letterhead] February 4, 2012 Dear Rick, Opower, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment with the Company on the terms described below. Position. You will start in a full-time position as Senior Vice President, Engineering, and you will report to Dan Yates, CEO. By signing this letter, you represe

March 3, 2014 EX-10.1

INDEMNIFICATION AGREEMENT

EX-10.1 8 d620747dex101.htm EX-10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between Opower, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induce I

March 3, 2014 EX-10.4

OPOWER, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN

EX-10.4 Exhibit 10.4 OPOWER, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Opower, Inc. and its subsidiaries (together, the “Company”) toward even higher achievement and business results, to tie their goals and interests to

March 3, 2014 EX-3.3

AMENDED AND RESTATED BYLAWS OPOWER, INC. TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Place Of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Not

EX-3.3 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF OPOWER, INC. TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Place Of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice Of Stockholders’ Meetings 2 2.5 Manner Of Giving Notice; Affidavit Of Notice 2 2.6 Quorum 2 2.7 Adjourned Meeting; Notice 2

March 3, 2014 S-1

Registration Statement - S-1

S-1 Table of Contents As filed with the Securities and Exchange Commission on March 3, 2014.

March 3, 2014 EX-10.8

[Opower letterhead]

EX-10.8 Exhibit 10.8 [Opower letterhead] May 2, 2012 Dear Alex, Opower, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment with the Company on the terms described below. Position. You will start in a part time position on May 1st, 2012 working 15 hours per week for two months, before your job becomes a full-time position as Senior Vice President & General Manager, Dev

March 3, 2014 CORRESP

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Correspondence Richard A. Kline 650.752.3139 rkline@ goodwinprocter.com Goodwin Procter LLP Counselors at Law 135 Commonwealth Drive T: 650.752.3100 F: 650.853.1038 March 3, 2014 Mark P. Shuman Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Opower, Inc. Amendment No. 2 to Confidential Draft Registration Statement on Form

March 3, 2014 EX-10.5

DEED OF LEASE By and Between MEPT COURTHOUSE TOWER, LLC OPOWER, INC. * * * * * * Courthouse Tower 1515 N. Courthouse Road Arlington, Virginia DEED OF LEASE

EX-10.5 Exhibit 10.5 DEED OF LEASE By and Between MEPT COURTHOUSE TOWER, LLC (“Landlord”) and OPOWER, INC. (“Tenant”) * * * * * * Courthouse Tower 1515 N. Courthouse Road Arlington, Virginia DEED OF LEASE THIS DEED OF LEASE (this “Lease”) is made as of Nov 3, 2010 (the “Effective Date”), by and between “Landlord” MEPT COURTHOUSE TOWER, LLC, a Delaware limited liability company and “Tenant” OPOWER,

March 3, 2014 EX-10.7

EMPLOYMENT AGREEMENT

EX-10.7 Exhibit 10.7 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of November 14, 2011 with an effective date of November 14, 2011 (the “Effective Date”), by and between Thomas Kramer (the “Employee” or “you”) and OPOWER, Inc. (the “Company”). The Company desires to employ the Employee and, in connection therewith, to compensate the Employee for Employee’s personal

March 3, 2014 EX-10.6

[Opower letterhead]

EX-10.6 Exhibit 10.6 [Opower letterhead] Alexander Laskey [address] September 21, 2011 Dear Alexander: As you may be aware, OPOWER, Inc., a Delaware corporation (the “Company”), had previously contracted with TriNet Employer Group, a professional employer organization (“TriNet”) for purposes of providing certain Company benefits, as well as payroll and other human resource management services. The

March 3, 2014 EX-10.9

[Opower letterhead]

EX-10.9 16 d620747dex109.htm EX-10.9 Exhibit 10.9 [Opower letterhead] Jeremy Kirsch [address] September 21, 2011 Dear Jeremy: As you may be aware, OPOWER, Inc., a Delaware corporation (the “Company”), had previously contracted with TriNet Employer Group, a professional employer organization (“TriNet”) for purposes of providing certain Company benefits, as well as payroll and other human resource m

March 3, 2014 EX-3.2

FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OPOWER, INC.

EX-3.2 Exhibit 3.2 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OPOWER, INC. Opower, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Opower, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware

March 3, 2014 EX-10.11

[Opower letterhead]

EX-10.11 Exhibit 10.11 [Opower letterhead] August 29, 2012 Mr. Roderick Morris [address] Dear Rod, Congratulations on your promotion! This letter contains important information regarding your new position. Effective September 1, 2012, the following changes will be made to your employment terms: Job: Your position title will change from SVP, Consumer Marketing and Operations to SVP, Marketing and O

March 3, 2014 EX-10.3

OPOWER, INC. 2014 STOCK INCENTIVE PLAN

EX-10.3 Exhibit 10.3 OPOWER, INC. 2014 STOCK INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Opower, Inc. 2014 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and other key persons (including Consultants) of Opower, Inc. (the “Company”) and its Subsidiaries upon whos

March 3, 2014 EX-21.1

Subsidiaries of Opower, Inc.

EX-21.1 19 d620747dex211.htm EX-21.1 Exhibit 21.1 Subsidiaries of Opower, Inc. Opower Devices, Inc. (Delaware, United States) OPOWER-SG PTE. LTD. (Singapore) OPOWER-UK Limited (United Kingdom) Opower Japan Kabushiki Kaisha (Japan)

January 31, 2014 DRS/A

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CORRESP Table of Contents As confidentially submitted to the Securities and Exchange Commission on January 31, 2014 This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential.

January 31, 2014 DRSLTR

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CORRESP Richard A. Kline 650.752.3139 rkline@ goodwinprocter.com Goodwin Procter LLP Counselors at Law 135 Commonwealth Drive T: 650.752.3100 F: 650.853.1038 CONFIDENTIAL TREATMENT REQUESTED BY OPOWER, INC.: OPOWER-001 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR AND HAVE BEEN SUBMITTED SEPARATELY TO THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WI

December 24, 2013 DRSLTR

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CORRESP Richard A. Kline 650.752.3139 [email protected] Goodwin Procter LLP Counselors at Law 135 Commonwealth Drive T: 650.752.3100 F: 650.853.1038 December 23, 2013 Mark P. Shuman Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Opower, Inc. Confidential Draft Registration Statement on Form S-1 Submitted November

December 24, 2013 DRS/A

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CORRESP Table of Contents As confidentially submitted to the Securities and Exchange Commission on December 23, 2013 This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential.

December 24, 2013 EX-10

OPOWER, INC. AMENDED AND RESTATED 2007 STOCK PLAN (as amended through November 7, 2013)

EX-10.2 Exhibit 10.2 OPOWER, INC. AMENDED AND RESTATED 2007 STOCK PLAN (as amended through November 7, 2013) 1. Purposes of the Plan. The purposes of this 2007 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. Options grant

December 24, 2013 EX-4

OPOWER, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 24, 2010 OPOWER, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

EX-4.2 Exhibit 4.2 OPOWER, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 24, 2010 OPOWER, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT This Second Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of November 24, 2010, by and among OPOWER, Inc., a Delaware corporation (the “Company”), the holders of Series A Preferred Stock and S

November 12, 2013 EX-10

[Opower letterhead]

EX-10.5 Exhibit 10.5 [Opower letterhead] Alexander Laskey [address] September 21, 2011 Dear Alexander: As you may be aware, OPOWER, Inc., a Delaware corporation (the “Company”), had previously contracted with TriNet Employer Group, a professional employer organization (“TriNet”) for purposes of providing certain Company benefits, as well as payroll and other human resource management services. The

November 12, 2013 EX-3

AMENDED AND RESTATED BYLAWS OPOWER, INC. TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Place Of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Not

EX-3.3 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF OPOWER, INC. TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Place Of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice Of Stockholders’ Meetings 2 2.5 Manner Of Giving Notice; Affidavit Of Notice 2 2.6 Quorum 2 2.7 Adjourned Meeting; Notice 2

November 12, 2013 EX-10

[Opower letterhead]

EX-10.8 Exhibit 10.8 [Opower letterhead] Jeremy Kirsch [address] September 21, 2011 Dear Jeremy: As you may be aware, OPOWER, Inc., a Delaware corporation (the “Company”), had previously contracted with TriNet Employer Group, a professional employer organization (“TriNet”) for purposes of providing certain Company benefits, as well as payroll and other human resource management services. The Compa

November 12, 2013 EX-3

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OPOWER, INC.

EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OPOWER, INC. The undersigned, Alexander Laskey, hereby certifies that: 1. He is the duly elected and acting President of OPOWER, INC., a Delaware corporation. 2. The Certificate of Incorporation of this corporation was originally filed with the Secretary of State of Delaware on June 14, 2007 under the name “Positive Ene

November 12, 2013 DRS

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DRS FIling Table of Contents As confidentially submitted to the Securities and Exchange Commission on November 12, 2013 This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential.

November 12, 2013 EX-10

EMPLOYMENT AGREEMENT

EX-10.6 Exhibit 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of November 14, 2011 with an effective date of November 14, 2011 (the “Effective Date”), by and between Thomas Kramer (the “Employee” or “you”) and OPOWER, Inc. (the “Company”). The Company desires to employ the Employee and, in connection therewith, to compensate the Employee for Employee’s personal

November 12, 2013 EX-21

Subsidiaries of Opower, Inc.

EX-21.1 Exhibit 21.1 Subsidiaries of Opower, Inc. Opower Devices, Inc. (Delaware, United States) OPOWER-SG PTE. LTD. (Singapore) OPOWER-UK Limited (United Kingdom) Opower Japan Kabushiki Kaisha (Japan)

November 12, 2013 EX-10

[Opower letterhead]

EX-10.7 Exhibit 10.7 [Opower letterhead] May 2, 2012 Dear Alex, Opower, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment with the Company on the terms described below. Position. You will start in a part time position on May 1st, 2012 working 15 hours per week for two months, before your job becomes a full-time position as Senior Vice President & General Manager, Dev

November 12, 2013 EX-10

[Opower letterhead]

EX-10.9 Exhibit 10.9 [Opower letterhead] February 4, 2012 Dear Rick, Opower, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment with the Company on the terms described below. Position. You will start in a full-time position as Senior Vice President, Engineering, and you will report to Dan Yates, CEO. By signing this letter, you represent and warrant to the Company tha

November 12, 2013 EX-10

DEED OF LEASE By and Between MEPT COURTHOUSE TOWER, LLC OPOWER, INC. * * * * * * Courthouse Tower 1515 N. Courthouse Road Arlington, Virginia DEED OF LEASE

EX-10.4 Exhibit 10.4 DEED OF LEASE By and Between MEPT COURTHOUSE TOWER, LLC (“Landlord”) and OPOWER, INC. (“Tenant”) * * * * * * Courthouse Tower 1515 N. Courthouse Road Arlington, Virginia DEED OF LEASE THIS DEED OF LEASE (this “Lease”) is made as of Nov 3, 2010 (the “Effective Date”), by and between “Landlord” MEPT COURTHOUSE TOWER, LLC, a Delaware limited liability company and “Tenant” OPOWER,

November 12, 2013 EX-10

[Opower letterhead]

EX-10.10 Exhibit 10.10 [Opower letterhead] August 29, 2012 Mr. Roderick Morris [address] Dear Rod, Congratulations on your promotion! This letter contains important information regarding your new position. Effective September 1, 2012, the following changes will be made to your employment terms: Job: Your position title will change from SVP, Consumer Marketing and Operations to SVP, Marketing and O

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