SEC FORM 3 SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Baylouny John

(Last) (First) (Middle)
C/O OCEAN POWER TECHNOLOGIES INC.
1590 REED ROAD

(Street)
PENNINGTON NJ 08534

(City) (State) (Zip)
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 ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior VP, Engineering
5. If Amendment, Date of 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
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)
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: 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) 11/21/2005 11/21/2015 Common Stock 10,000(2) 13.3(2) D
Employee Stock Option (Right to Buy) (1) 11/21/2015 Common Stock 20,000(2) 13.3(2) D
Employee Stock Option (Right to Buy) (1) 06/16/2016 Common Stock 17,500(2) 13.8(2) D
Explanation of Responses:
1. Vests in five equal annual installments beginning one year after date of grant.
2. Reflects a one-for-ten reverse stock split, which became effective on April 20,2007 pursuant to which (i) the number of shares common stock underlying the option was divided by ten and (ii) the exercise price of the option was multiplied by ten.
/s/ Charles F. Dunleavy as attorney-in-fact for John Baylouny 04/24/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                            LIMITED POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

             Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Charles F. Dunleavy and George W. Taylor,
signing singly and each acting individually, as the undersigned's true and
lawful attorney-in-fact with full power and authority as hereinafter described
to:

         (1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an executive officer and/or director of OPT Technologies, Inc.. (the
"Company"), Forms 3, 4, and 5 (including any amendments thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder (the "Exchange Act");

         (2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to prepare, complete and execute
any such Form 3, 4, or 5, prepare, complete and execute any amendment or
amendments thereto, and timely deliver and file such form with the United States
Securities and Exchange Commission and any stock exchange or similar authority;

         (3) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorney-in-fact and approves and
ratifies any such release of information; and

         (4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

             The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act. The undersigned acknowledges that neither the Company nor
the foregoing attorneys-in-fact assume (i) any liability for the undersigned's
responsibility to comply with the requirement of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements,
or (iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.

             This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

             IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 6th day of April, 2007.

                         John A. Baylouny
                         -----------------------------------
                         Print Name

                         /s/ John A. Baylouny
                         -----------------------------------
                         Signature if individual

                         By:
                            --------------------------------
                            Signature if entity

                         Title:
                               -----------------------------
                               Print title of person signing
                               if entity