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~~report (Date of earliest event reported): ~~May 10~~June 14, 2016

~~Opower~~OPOWER, ~~Inc~~INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware	001-36377	26-0542549
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1515 North Courthouse Road, 8th Floor Arlington, Virginia		22201
(Address of principal executive offices)		(Zip Code)

Delaware

(State or Other Jurisdiction of Incorporation)


001-36377		26-0542549
(Commission File Number)		(IRS Employer Identification No.)

1515 North Courthouse Road, 8th Floor Arlington, Virginia		22201
(Address of Principal Executive Offices)		(Zip Code)

(703) 778-4544

(Registrant’s telephone number, including area code)

Not ~~applicable~~Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) by Opower, Inc.01 ~~Other~~(the ~~Events~~“Company”) on May 2, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated May 1, 2016, by and among OC Acquisition LLC, a Delaware limited liability company (“Parent”), Olympus II Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and, solely for certain limited purposes, Oracle Corporation, a Delaware corporation and the ultimate parent entity of Parent and Purchaser (“Oracle”). Pursuant to the Merger Agreement, Purchaser commenced a cash tender offer to purchase all of the issued and outstanding shares of the Company’s common stock, par value $0.000005 per share (the “Shares”), for a purchase price of $10.30 per Share, net to the holders thereof, in cash (the “Offer Price”), without interest thereon and subject to any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 16, 2016 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”).

~~Opower,~~Item ~~Inc~~2.,01 aCompletion ~~Delaware corporation (“Opower”), has postponed the date~~ of ~~its~~Acquisition ~~2016~~or ~~Annual~~Disposition ~~Meeting~~ of ~~Stockholders, previously scheduled to be held on May 25, 2016, pending Opower’s proposed merger with entities affiliated with Oracle Corporation (“Oracle”)~~Assets.

~~Important~~The ~~Information~~Offer and withdrawal rights expired as scheduled at 12:00 midnight, New York City time, at the end of the day on June 13, 2016 (such date and time, the “Expiration Time”). American Stock Transfer & Trust Company, LLC, the depositary, has advised that, as of the Expiration Time, 47,425,747 Shares had been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 87.8% of the aggregate number of then issued and outstanding Shares. In addition, the Company advised Purchaser that 2,837,978 Shares were subject to exercisable securities at the Expiration Time. Accordingly, the minimum tender condition to the Offer has been satisfied. As a result of the satisfaction of the foregoing condition and each of the other conditions to the Offer, Purchaser has accepted for payment all Shares that were validly tendered and not properly withdrawn pursuant to the Offer.

InOn ~~connection~~June 14, ~~with the proposed acquisition~~2016, ~~Oracle~~pursuant ~~will~~to ~~commence a tender offer for~~ the ~~outstanding~~terms ~~shares~~ of Opower. The tender offer has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Opower, nor is it a substitute for the ~~tender~~Merger ~~offer~~Agreement ~~materials that Oracle~~ and ~~its~~in ~~acquisition~~accordance ~~subsidiary will file~~ with ~~the~~Section 251(h) ~~SEC upon commencement~~ of the ~~tender~~Delaware ~~offer.~~General Corporation AtLaw ~~the~~(“DGCL”), ~~time~~Purchaser ~~the~~was ~~tender~~merged ~~offer~~with ~~is commenced, Oracle~~ and ~~its~~into ~~acquisition subsidiary will file tender offer materials on Schedule TO with~~ the ~~SEC~~Company, ~~and Opower will file a Solicitation/Recommendation Statement on Schedule 14D-9~~ with the ~~SEC~~Company ~~with~~being ~~respect to~~ the ~~offer.~~surviving ~~THE~~corporation ~~TENDER OFFER MATERIALS~~ (~~INCLUDING AN~~the ~~OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS~~“Merger”) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY OPOWER’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. ~~Both~~Upon ~~the~~completion ~~tender offer statement and the Solicitation/Recommendation Statement will be made available to Opower’s stockholders free~~ of ~~charge. A free copy of~~ the ~~tender offer~~Merger, ~~statement and~~ the ~~solicitation/recommendation~~Company ~~statement~~became ~~will~~a ~~also~~subsidiary ~~be made available to all stockholders~~ of ~~Opower by contacting Opower at investor@opower~~Oracle.~~com~~ or by phone at (703) 778-4544. In addition, the tender offer statement and the solicitation/recommendation statement (and all other documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov, upon filing with the SEC. OPOWER’S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.

~~Forward-Looking~~At ~~Statements~~the effective time of, and as a result of, the Merger and pursuant to the terms and subject to the conditions of the Merger Agreement, each Share issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive the Offer Price, in cash, without interest thereon and subject to any required tax withholding, other than (i) Shares held by the Company as treasury stock, by any subsidiary of the Company or by Oracle, Parent, Purchaser or any of their respective subsidiaries or (ii) Shares held by stockholders who properly exercised appraisal rights under the DGCL.

~~Any~~In ~~statements~~addition, ~~made~~at inthe ~~this~~effective ~~communication~~time ~~that~~of ~~are~~and ~~not~~as ~~statements~~a result of ~~historical~~the ~~fact,~~Merger ~~including~~and ~~statements~~without ~~about~~any ~~the~~action ~~expected~~on ~~timetable~~the ~~for completing~~part of the ~~transaction~~holders ~~and~~thereof, ~~Opower’s~~pursuant ~~beliefs~~to ~~and~~the terms ~~expectations~~ and ~~statements~~subject ~~about~~to the ~~tender~~conditions ~~offer~~of ~~and~~the ~~Oracle’s~~Merger ~~proposed acquisition of Opower~~Agreement, ~~including~~ the ~~timing~~unvested portion of ~~and~~any ~~closing~~stock ~~conditions~~option, torestricted ~~the~~stock ~~acquisition,~~award ~~and~~or ~~the~~restricted ~~potential effects~~stock unit of the ~~acquisition~~Company on(each, ~~both~~a ~~Oracle~~“Company ~~and~~Compensatory ~~Opower~~Award”) ~~are~~that ~~forward-looking~~was ~~statements~~outstanding ~~that~~immediately prior ~~are~~to ~~based~~the oneffective ~~management’s~~time ~~beliefs,~~of ~~certain~~the ~~assumptions~~Merger and ~~current~~that ~~expectations~~was ~~and~~then ~~should~~held beby ~~evaluated~~a asperson ~~such.~~who ~~These~~was ~~statements~~an ~~may~~employee beof ~~identified~~the ~~by their~~Company ~~use~~or any of ~~forward-looking~~its ~~terminology~~subsidiaries ~~such~~immediately asprior to the ~~words~~effective ~~“expects,”~~time ~~“projects,”~~of ~~“anticipates~~the Merger,” ~~“intends”~~was ~~and~~assumed ~~other~~by ~~similar~~Oracle ~~words.~~and ~~Forward-looking~~converted ~~statements~~automatically ~~include~~at the ~~statements~~effective ~~that~~time ~~may~~of ~~relate~~the ~~to Oracle’s~~Merger orinto ~~Opower’s~~an ~~plans~~option, ~~objectives,~~restricted ~~strategies,~~stock ~~goals,~~award ~~future~~or ~~events,~~restricted ~~future~~stock ~~revenues~~unit orof ~~performance~~Oracle, ~~and~~as ~~other~~the ~~information~~case ~~that~~may isbe, ~~not~~denominated ~~historical~~in ~~information.~~shares ~~Such~~of ~~forward-looking~~common ~~statements~~stock ~~involve~~of ~~risks~~Oracle and ~~uncertainties~~subject ~~that~~to ~~could cause~~terms ~~actual~~and ~~results~~conditions substantially identical to ~~differ~~those ~~materially~~in effect ~~from~~at ~~those~~the ~~projected.~~effective ~~These~~time ~~risks~~of ~~and~~the ~~uncertainties~~Merger ~~include,~~(each ~~but~~such ~~are~~assumed ~~not~~unvested ~~limited~~portion ~~to,~~of ~~general~~a ~~economic~~Company Compensatory Award, ~~business~~an ~~and~~“Assumed ~~market~~Company ~~conditions~~Award”). ~~and~~The ~~the~~number ~~satisfaction~~of shares of the ~~conditions~~common stock of Oracle subject to ~~closing~~each ofsuch ~~the~~Assumed ~~proposed transaction.~~Company ~~For~~Award aupon the ~~more~~assumption ~~complete~~thereof ~~discussion~~at ofthe ~~certain~~effective time of the ~~risks~~Merger ~~and~~was ~~uncertainties~~determined ~~that~~by ~~could~~multiplying ~~cause~~the ~~actual~~number ~~results~~of Shares subject to ~~differ~~such ~~from~~Assumed ~~those~~Company ~~contained~~Award inby a fraction (the ~~forward-looking~~“Award ~~statements~~Exchange ~~with~~Ratio”), ~~respect~~the tonumerator ~~Opower,~~of ~~see~~which is the ~~discussion~~Merger Consideration and the denominator of ~~risks~~which ~~and uncertainties~~is inthe ~~Opower’s~~average ~~annual~~closing ~~report~~price onof ~~Form~~common ~~10-K~~stock ~~for~~of Oracle on the ~~fiscal~~New ~~year~~York ~~ended~~Stock ~~December~~Exchange ~~31,~~over ~~2015,~~the ~~other~~five ~~reports~~(5) trading ~~Opower~~days ~~files~~immediately ~~under~~preceding (but not including) the ~~SEC,~~date ason ~~well~~which asthe effective time of the ~~tender~~Merger ~~offer~~occurred ~~documents~~(rounded down to bethe ~~filed~~nearest bywhole ~~Oracle,~~share). OCIf ~~Acquisition~~any ~~LLC~~such ~~and~~Assumed ~~Opower.~~Company ~~The forward-looking~~Award ~~statements~~had ~~contained~~an inexercise ~~this~~or ~~report~~purchase ~~are~~price ~~made~~per Share as of immediately prior to the ~~date~~effective ~~hereof,~~time ~~and~~of ~~Opower~~the ~~undertakes~~Merger, nothen, ~~obligation~~at tothe ~~update~~effective ~~any~~time ~~forward-looking~~of ~~statements~~the Merger, ~~whether~~such Assumed asCompany aAward ~~result~~had an exercise or purchase price per share of ~~future~~the ~~events~~common stock of Oracle, and such new ~~information~~exercise or ~~otherwise,~~purchase ~~except~~price aswas ~~expressly required~~determined by ~~law.~~dividing ~~All~~the ~~forward-looking~~prior ~~statements~~exercise inor ~~this~~purchase ~~document~~price ~~are~~per ~~qualified~~Share inof ~~their~~such ~~entirety~~Assumed Company Award by ~~this~~the Award ~~cautionary~~Exchange ~~statement~~Ratio (rounded upwards to the nearest whole cent).

Further, at the effective time of the Merger, the vested portion (including any portion that pursuant to its terms vested solely as a result of the transactions contemplated by the Merger Agreement) of each Company Compensatory Award that was outstanding immediately prior to the effective time of the Merger (each such vested portion of a Company Compensatory Award, a “Cashed Out Compensatory Award”) was not assumed by Oracle and was, immediately prior to the effective time of the Merger, cancelled and extinguished and, in exchange for the Cashed Out Compensatory Award, each former holder of any such Cashed Out Compensatory Award had the right to receive an amount in cash equal to the product of (x) the aggregate number of Shares subject to such Cashed Out Compensatory Award immediately prior to the effective time of the Merger and (y) the Offer Price less any per share exercise or purchase price of such Cashed Out Compensatory Award immediately prior to such cancellation (such amounts payable thereunder

being referred to as the “Compensatory Award Payments”). From and after the effective time of the Merger, any such Cashed Out Compensatory Award was no longer exercisable or settleable in shares by the former holder of such Cashed Out Compensatory Award, but instead the holder was only entitled to the payment of the Compensatory Award Payment; provided that any Cashed Out Compensatory Award in respect of a Company stock option that had an exercise or purchase price equal to or greater than the Offer Price was cancelled without any consideration therefor. The Compensatory Award Payments were paid as soon as practicable following the effective time of the Merger, without interest.

Further, at the effective time of the Merger, the unvested portion of each Company Compensatory Award that was outstanding immediately prior to the effective time of the Merger and that was held by a person who was not an employee of the Company or any of its Subsidiaries (each such unvested portion of a Company Compensatory Award, a “Terminated Compensatory Award”) was not assumed by Oracle and was, immediately prior to the effective time of the Merger, cancelled and extinguished for no consideration. From and after the effective time of the Merger, any such Terminated Compensatory Award was no longer exercisable by the former holder thereof or settleable in Shares.

The aggregate consideration paid by Oracle, Parent and Purchaser in the Offer and Merger was approximately $571,501,050.30, without giving effect to related transaction fees and expenses. Oracle, Parent and Purchaser funded the consideration paid to stockholders in the Offer and pursuant to the Merger through Oracle’s internally available cash, cash from operations and cash from previous borrowings.

The foregoing summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) on June 14, 2016 that the Merger was consummated, and trading of the common stock of the Company on the NYSE has been suspended. Accordingly, the NYSE has filed a notification of delisting of the Company’s common stock from the NYSE and deregistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 25 with the SEC. The Company intends to file a certification on Form 15 with the SEC to cause the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act to be suspended.

Item 3.03

Material Modification to Rights of Security Holders.

The information disclosed under Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant.

As a result of the Purchaser’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on June 14, 2016, a change in control of the Company occurred and the Company now is a subsidiary of Oracle.

The information disclosed under Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

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

In connection with the Merger, each of Daniel Yates, Alex Laskey, Mark McLaughlin, Dipchand Nishar, Gene Riechers, Marcus Ryu and Jon Sakoda resigned from his respective position as a member of the Board of Directors, and any committee thereof, of the Company, effective at the effective time of the Merger on June 14, 2016. Following the Merger and pursuant to the terms of the Merger Agreement, at the effective time of the Merger on June 14, 2016, the size of the Board of Directors of the Company was reduced to one member and Brian S. Higgins was appointed as the sole member of the Board of Directors of the Company.

Following the Merger and pursuant to the terms of the Merger Agreement, at the effective time of the Merger on June 14, 2016, the officers of Purchaser immediately prior to the effective time of the Merger became the officers of the Company following the effective time, with Dorian Daley appointed as President of the Company and Gregory Hilbrich appointed as Treasurer of the Company.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the certificate of incorporation and bylaws of the Company were amended and restated to read in their entirety as the certificate of incorporation and bylaws, respectively, of Purchaser in effect immediately prior to the effective time of the Merger. The amended and restated certificate of incorporation and third amended and restated bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Title

2.1		Agreement and Plan of Merger, dated as of May 1, 2016, by and among Opower, Inc., OC Acquisition LLC, Olympus II Acquisition Corporation and Oracle Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2016)

3.1		Amended and Restated Certificate of Incorporation of Opower, Inc.

3.2		Amended and Restated Bylaws of Opower, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~report~~Report to be signed on its behalf by the undersigned hereunto duly authorized.

	OPOWER, INC.
		Opower, Inc.
Date: May 10, 2016	By:	/s/ Thomas Kramer
June 17, 2016		By:	/s/ BRIAN S. HIGGINS
		Thomas Kramer
			Brian S. Higgins Vice President & Secretary
		Chief Financial Officer

Exhibit Index


Exhibit Number		Title

2.1		Agreement and Plan of Merger, dated as of May 1, 2016, by and among Opower, Inc., OC Acquisition LLC, Tulip Acquisition Corporation and Oracle Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2016)

3.1		Amended and Restated Certificate of Incorporation of Opower, Inc.

3.2		Amended and Restated Bylaws of Opower, Inc.

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