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 *
  Mekhiche Mike M
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]
(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)
Executive Vice President
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 3,000 (3)
D
 
Common Stock 6,000 (4)
D
 
Common Stock 34,000 (5)
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
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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mekhiche Mike M
C/O OCEAN POWER TECHNOLOGIES, INC.
1590 REED ROAD
PENNINGTON, NJ 08534
      Executive Vice President  

Signatures

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

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