Edgar Filing: Ocean Power Technologies, Inc.

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 ^*

Â Dunleavy Charles F

2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2007

3. Issuer Name and Ticker or Trading Symbol
Ocean Power Technologies, Inc. [OPTT]

(Last)

(First)

(Middle)

C/O OCEAN POWER TECHNOLOGIES, INC.,Â 1590 REED ROAD

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CFO, Senior VP, Treas and Sec

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

PENNINGTON,Â NJÂ 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	76,270 ⁽²⁾	I	See footnote ⁽¹⁾
Common Stock	37,616 ⁽²⁾	D	Â

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	01/12/2000	01/12/2010	Common Stock	16,875 ⁽⁴⁾	$ 6.7 ⁽⁴⁾	D	Â
Employee Stock Option (right to buy)	01/12/2000	01/12/2010	Common Stock	39,375 ⁽⁴⁾	$ 20 ⁽⁴⁾	D	Â
Employee Stock Option (right to buy)	03/21/2001	03/23/2011	Common Stock	18,000 ⁽⁴⁾	$ 6.7 ⁽⁴⁾	D	Â
Employee Stock Option (right to buy)	03/21/2001	03/23/2011	Common Stock	12,000 ⁽⁴⁾	$ 20 ⁽⁴⁾	D	Â
Employee Stock Option (right to buy)	Â ⁽³⁾	09/30/2011	Common Stock	18,750 ⁽⁴⁾	$ 20 ⁽⁴⁾	D	Â
Employee Stock Option (right to buy)	10/28/2002	09/30/2012	Common Stock	22,500 ⁽⁴⁾	$ 6.7 ⁽⁴⁾	D	Â
Employee Stock Option (right to buy)	08/18/2003	09/30/2013	Common Stock	22,500 ⁽⁴⁾	$ 17 ⁽⁴⁾	D	Â
Employee Stock Option (right to buy)	Â ⁽³⁾	09/30/2013	Common Stock	17,000 ⁽⁴⁾	$ 17.9 ⁽⁴⁾	D	Â
Employee Stock Option (right to buy)	11/22/2004	11/22/2014	Common Stock	15,000 ⁽⁴⁾	$ 14.5 ⁽⁴⁾	D	Â
Employee Stock Option (right to buy)	Â ⁽³⁾	06/17/2015	Common Stock	13,500 ⁽⁴⁾	$ 11.9 ⁽⁴⁾	D	Â
Employee Stock Option (right to buy)	Â ⁽³⁾	06/16/2016	Common Stock	40,000 ⁽⁴⁾	$ 13.8 ⁽⁴⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dunleavy Charles F C/O OCEAN POWER TECHNOLOGIES, INC. 1590 REED ROAD PENNINGTON,Â NJÂ 08534	Â X	Â	Â CFO, Senior VP, Treas and Sec	Â

Signatures

/s/ Charles F. Dunleavy		04/24/2007
^**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)	Shares owned by Dunfield Investment Company. Mr. Dunleavy is a managing partner of Dunfield Investment Company and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(2)	Reflects a one-for-ten reverse stock split, which became effective on April 20, 2007.
(3)	This option vests annually in five equal installments.
(4)	Reflects a one-for-10 reverse stock split, which became effective on April 20, 2007 pursuant to which (i) the number of shares of common stock underlying the option was divided by ten and (ii) the exercise price of the option was multiplied by ten.

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