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CUSIP No. 683757 10 8
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SCHEDULE 13G
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Page
2
of 4
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Marc A. Cohen
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
Not Applicable
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(a)
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(b)
¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5. Sole Voting Power
2,934,388 shares
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6. Shared Voting Power
0 shares
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7. Sole Dispositive Power
2,934,388 shares
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8. Shared Dispositive Power
0 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,934,388 shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
Not Applicable
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¨
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11.
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Percent of Class Represented by Amount in Row (9)
14.2%
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12.
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Type of Reporting Person (See Instructions)
IN
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CUSIP No. 683757 10 8
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SCHEDULE 13G
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Page
3
of 4
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OPNET Technologies, Inc.
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(b)
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Address of Issuers Principal Executive Offices
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7255
Woodmont Avenue
Bethesda, MD 20814
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(a)
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Name of Person Filing
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Marc A. Cohen
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(b)
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Address of Principal Business Office or, if none, Residence
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c/o OPNET Technologies, Inc.
7255 Woodmont Avenue
Bethesda, MD 20814
United States
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(d)
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Title of Class of Securities
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Common Stock, $.001 par
value per share
683757 10 8
Item 3.
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If this statement is filed pursuant to (S)(S)240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not Applicable
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with (S)240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with (S)240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with (S)240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment
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Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).
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Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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2,934,388 shares
14.2%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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2,934,388
shares
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(ii)
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Shared power to vote or to direct the vote
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0 shares
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(iii)
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Sole power to dispose or to direct the disposition of
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2,934,388 shares
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(iv)
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Shared power to dispose or to direct the disposition of
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0 shares
Instruction. For computations regarding securities which represent a right to acquire an underlying security see
(S)240.13d-3(d)(1).
Item 5.
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Ownership of Five Percent or Less of a Class.
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Not
Applicable
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check the following:
¨
Instruction: Dissolution
of a group requires a response to this item.
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CUSIP No. 683757 10 8
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SCHEDULE 13G
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Page
4
of 4
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item, and if such interest relates to more than five percent of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of the employee benefit plan, pension fund or endowment fund is not required.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not Applicable
If a parent holding company
has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable
If a group has filed this schedule pursuant to (S)240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach
an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to (S)240.13d-1(c) or (S)240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Item 9.
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Notice of Dissolution of a Group
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Not Applicable
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not Applicable
(a) The following certification shall be included if the statement is filed pursuant to (S)240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
(b) The following certification shall be included if the statement is filed pursuant to
(S)240.13d-1(c):
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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February 11, 2008
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Date
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/s/ Marc A. Cohen
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Signature
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Marc A. Cohen
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The original statement shall be signed by each person on whose behalf the statement is filed
or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representatives authority to sign on
behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See (S)240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)