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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Branderiz Eric
2. Issuer Name and Ticker or Trading Symbol

Enphase Energy, Inc. [ ENPH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP & Chief Financial Officer
(Last)          (First)          (Middle)

C/O ENPHASE ENERGY, INC., 1420 N. MCDOWELL BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

6/4/2018
(Street)

PETALUMA 94954
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Restricted Stock Units   (1) 6/4/2018     A    300000   (2) A $0   300000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Restricted Stock Units   (1) (3)   (4) 6/4/2018     A      50000         (4)   (5) Common Stock   50000.0   $0   50000   D    
Restricted Stock Units   (1) (3)   (6) 6/4/2018     A      50000         (6)   (5) Common Stock   50000.0   $0   100000   D    

Explanation of Responses:
(1)  Issued pursuant to the 2011 Equity Incentive Plan.
(2)  The RSUs will vest as follows: (a) 25% of the shares (rounded down to the nearest whole share) shall vest on the Initial Vesting Date ofthe 15th of the month one year following hiring date and (b) thereafter 12.5% of the shares (rounded down to the nearest whole share, except for the last vesting installment) shall vest and become exercisable on each six-month anniversary of the Initial Vesting Date, provided that the grantee remains in Continuous Service (as defined in the Plan) from the Date of Grant through each such vesting date.
(3)  Grant is of performance-based stock units.
(4)  Performance shares are eligible to vest on March 29, 2019, based upon the 15-day trailing volume weighted average price per share of Enphase stock as of December 31, 2018 ("VWAP"), as follows: no vesting if VWAP is less than or equal to $3.00; 0% to 150% vesting, calculated linearly, is VWAP is between $3.01 and $6.00.
(5)  RSUs expire March 29, 2019 if, or to the extent, vesting conditions not met.
(6)  Performance shares are eligible to vest on March 29, 2019, based upon achievement of 2018 annual CEO goals measured for the year ended December 31, 2018, as follows: no vesting if 2018 CEO goals completed are less than 65% of total goals; 50% vesting if greater than 65% but less than 80% of goals are completed; 100% if greater than 80% but less than 100% of goals are completed; and up to 150% vesting if greater than 100% of goals are completed.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Branderiz Eric
C/O ENPHASE ENERGY, INC.
1420 N. MCDOWELL BOULEVARD
PETALUMA 94954


VP & Chief Financial Officer

Signatures
/s/ Denis J. Quinlan, , Attorney-in-Fact for Eric Branderiz 6/5/2018
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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