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^*

McNeil Jeff

(Last)

(First)

(Middle)

47281 BAYSIDE PARKWAY

(Street)

FREMONT

94538

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/25/2019

3. Issuer Name and Ticker or Trading Symbol
Enphase Energy, Inc. [ ENPH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

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	90,243	D
Common Stock⁽¹⁾⁽²⁾	225,000	D
Common Stock⁽²⁾⁽³⁾	34,000	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Units⁽²⁾⁽⁴⁾	⁽⁵⁾	03/26/2020	Common Stock	25,500	$0.0	D
Restricted Stock Units⁽²⁾⁽⁴⁾	⁽⁶⁾	03/26/2020	Common Stock	25,500	$0.0	D

Explanation of Responses:

1. Restricted Stock Units were granted on January 31, 2018 and will vest as follows: (a) 25% of the shares (rounded down to the nearest whole share) shall vest on the Initial Vesting Date of the 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.

2. Issued pursuant to the 2011 Equity Incentive Plan.

3. Restricted Stock Units were granted on March 27, 2019 and will vest as follows: 50% on March 26, 2020 and 50% on March 26, 2021, subject to the reporting person remaining an employee in good standing in the same or a similar role on such vesting dates.

4. Grant is of performance-based stock units.

5. Performance shares granted on March 27, 2019 are eligible to vest on March 26, 2020, based upon the 15-day trailing volume weighted average price per share of Enphase stock as of December 31, 2019 ("VWAP"), as follows: no vesting if VWAP is less than or equal to $5.22; 0% to 200% vesting, calculated linearly, if VWAP is between $5.22 and $12.78.

6. Performance shares granted on March 27, 2019 are eligible to vest on March 26, 2020, based upon achievement of 2019 annual CEO goals measured for the year ended December 31, 2019, as follows: no vesting if 2019 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 150% vesting if greater than 100% of goals are completed.

Remarks:

Exhibit 24, Power of Attorney

	/s/ Lisan Hung, Attorney-in-fact for Jeff McNeil	05/15/2019
	** 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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