Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Dunleavy Charles F
   2. Issuer Name and Ticker or Trading Symbol
Ocean Power Technologies, Inc. [OPTT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and Chairman
(Last)
(First)
(Middle)
C/O OCEAN POWER TECHNOLOGIES, INC., 1590 REED ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
06/19/2013
(Street)

PENNINGTON, NJ 08534		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/19/2013   D   12,018 (1) D $ 0 136,242 D  
Common Stock 06/19/2013   F   3,340 (2) D $ 1.68 132,902 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 1.68 06/19/2013   D     1,198   (3) 06/18/2022 Common Stock 1,198 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 1.68 06/19/2013   A   30,000     (4) 06/18/2023 Common Stock 30,000 $ 0 30,000 D  
Employee Stock Option (Right to Buy) $ 1.68 06/19/2013   A   7,630     (5) 06/18/2023 Common Stock 7,630 $ 0 7,630 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Dunleavy Charles F
C/O OCEAN POWER TECHNOLOGIES, INC.
1590 REED ROAD
PENNINGTON, NJ 08534		   X     CEO and Chairman  

Signatures

 /s/Charles F. Dunleavy by Brian M. Posner as attorney-in-fact   06/28/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Represents portion of previously granted shares of restricted common stock that will not vest. Vesting is based on performance during the fiscal year ended April 30, 2013.
(2) Represents shares delivered back to the Company for payment of tax liability related to shares that vested.
(3) Represents portion of previously granted options to purchase common stock that will not vest. Vesting is based on performance during fiscal year ended April 30, 2013.
(4) Issued pursuant to the 2006 Stock Incentive Plan. Vests and becomes exercisable in five equal annual installments beginning one year after the date of grant.
(5) Issued pursuant to the 2006 Stock Incentive Plan. Vests and becomes exercisable in three equal annual installments over three years, beginning one year after the date of grant, based on performance.

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