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 Â

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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	Â

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	Â	Â	  Chief Operating Officer	Â

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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