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* NAHI PAUL B (Last) (First) (Middle) C/O ENPHASE ENERGY, INC. 201 1ST STREET, SUITE 100 (Street) PETALUMA CA 94952 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/29/2012	3. Issuer Name and Ticker or Trading Symbol Enphase Energy, Inc. [ ENPH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President and CEO	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)
Common Stock	136,783(1)	D
Common Stock	55,066(1)	I	See Footnote(2)

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
Series D Convertible Preferred Stock	(3)	(4)	Common Stock	23,432(1)	(3)(5)	D
Stock Option (Right to Buy)	(6)	06/25/2018	Common Stock	108,547(1)	$1.1962(1)	D
Stock Option (Right to Buy)	(7)	07/15/2019	Common Stock	1,051,601(1)	$0.2211(1)	D
Stock Option (Right to Buy)	(8)	07/14/2020	Common Stock	609,078(1)	$1.3266(1)	D

Explanation of Responses:

1. Reflects a 1-for-9.08 reverse stock split of the Company's issued and outstanding securities effective March 23, 2012.

2. The shares are held in trust for Mr. Nahi's children. Mr. Nahi disclaims beneficial ownership of the shares.

3. Immediately convertible into shares of the Issuer's common stock.

4. The shares have no expiration date.

5. The shares will automatically convert into 23,432 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering.

6. The shares subject to the stock option are early exercisable and vest over a four-year period, with 1/4th of the shares vested on January 1, 2008, and the remainder vesting in 36 equal monthly installments on the first day of each succeeding calendar month thereafter.

7. The shares subject to the stock option vest over a four-year period commencing April 24, 2009, with 1/48th of the shares vesting on a monthly basis.

8. The shares subject to the stock option vest over a four-year period commencing May 21, 2010, with 1/48th of the shares vesting on a monthly basis.

	/s/ Taylor Browning, Attorney-in-fact	03/29/2012
	** 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).
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