SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Mekhiche Mike M (Last) (First) (Middle) C/O OCEAN POWER TECHNOLOGIES, INC. 1590 REED ROAD (Street) PENNINGTON NJ 08534 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/29/2016	3. Issuer Name and Ticker or Trading Symbol Ocean Power Technologies, Inc. [ OPTT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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	3,000(3)	D
Common Stock	6,000(4)	D
Common Stock	34,000(5)	D

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: 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
Stock option (right to buy)	11/19/2015	11/18/2022	Common Stock	4,411(1)	$24	D
Stock option (right to buy)	06/19/2016	06/18/2023	Common Stock	2,610(2)	$16.8	D

Explanation of Responses:

1. Grants issued on 11/19/2012 which represent options to purchase under 2006 Stock incentive plan; 3,000 options based on service, of which 60% has already vested and exercisable; 20% will vest on 11/19/2016; and 20% will vest on 11/19/2017; and 1,411 options were based on performance; of which 940 were vested and exercisable and 471 were forfeited.

2. Grants issued on 6/19/2013 which represent options to purchase under 2006 Stock incentive plan; 2,000 options based on service, of which 60% has already vested and exercisable; 20% will vest on 06/19/2017; and 20% will vest on 06/19/2018; and 610 options were based on performance; of which 490 were vested and exercisable and 120 were forfeited.

3. Represent stock award issued on 10/22/2014 of which 1/3 already vested and surrendered 164 shares to pay for taxes. The remaining 1/3 will vest on 10/1/2016, and 1/3 will vest on 10/31/2016

4. Represent stock award issued on 12/19/2014 of which 1/3 already vested and surrendered 714 shares to pay for taxes. The remaining 1/3 will vest on 10/1/2016, and 1/3 will vest on 10/31/2016

5. Represent stock award issued on 5/05/2016 of which 50% will vest on 10/31/2016, and 50% will vest on 5/31/2017

	/s/ Mike M. Mekhiche	09/08/2016
	** 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).
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