Statement of Changes in Beneficial Ownership (4)
April 16 2020 - 7:15PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Yang Mandy |
2. Issuer Name and Ticker or Trading Symbol
Enphase Energy, Inc.
[
ENPH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Accounting Officer |
(Last)
(First)
(Middle)
C/O ENPHASE ENERGY, INC., 47281 BAYSIDE PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/14/2020 |
(Street)
FREMONT, CA 94538
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/14/2020 | | A(1) | | 8000 (2) | A | $0 | 165862 | D | |
Common Stock | 4/15/2020 | | F | | 9297 (3) | D | $39.61 | 156565 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 (4) | $0.0 | 4/14/2020 | | A | | 6000 | | 3/1/2021 (5) | (5) | Common Stock | 6000.0 | $0 | 6000 | D | |
Explanation of Responses: |
(1) | Grant is of restricted stock units issued pursuant to the 2011 Equity Incentive Plan. |
(2) | The restricted stock units will vest as follows: 50% on March 1, 2021 and 50% on March 1, 2022, subject to the reporting person remaining an employee in good standing in the same or a similar role on such vesting dates. |
(3) | Represents shares withheld by the Company to satisfy the tax withholding obligation associated with the vesting of a portion of the restricted stock units granted on October 25, 2018. |
(4) | Grant is of performance-based restricted stock units issued pursuant to the 2011 Equity Incentive Plan. |
(5) | Performance shares are eligible to vest on March 1, 2021 based upon the 15-day trailing volume weighted average price per share of Enphase stock as of December 31, 2020 ("VWAP"), as follows: no vesting if VWAP is less than $25.51; a percentage of the total performance shares equal to 2.45* (VWAP-$25.51); or 200% if VWAP is greater than $50.00. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Yang Mandy C/O ENPHASE ENERGY, INC. 47281 BAYSIDE PARKWAY FREMONT, CA 94538 |
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| Chief Accounting Officer |
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Signatures
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/s/ Lisan Hung, Attorney-in-Fact for Mandy Yang | | 4/16/2020 |
**Signature of Reporting Person | Date |
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