Edgar Filing: Kothandaraman Badrinarayanan

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Kothandaraman Badrinarayanan

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

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President & CEO

(Last)

(First)

(Middle)

C/O ENPHASE ENERGY, INC., 1420 NORTH MCDOWELL BLVD.

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2018

(Street)

PETALUMA, CA 94954

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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⁾	03/30/2018		A		180,000 ⁽²⁾	A	$ 0	260,677	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units ⁽¹⁾ ⁽³⁾

⁽⁴⁾

03/30/2018

135,000

⁽⁴⁾

⁽⁵⁾

Common Stock

135,000

$ 0

135,000

Restricted Stock Units ⁽¹⁾ ⁽³⁾

⁽⁶⁾

03/30/2018

135,000

⁽⁶⁾

⁽⁵⁾

Common Stock

135,000

$ 0

135,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Kothandaraman Badrinarayanan C/O ENPHASE ENERGY, INC. 1420 NORTH MCDOWELL BLVD. PETALUMA, CA 94954	X		President & CEO

Signatures

/s/ Denis Quinlan, Attorney-in-Fact for Badri Kothandaraman		04/03/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Issued pursuant to the 2011 Equity Incentive Plan.
(2)	The RSUs will vest as follows: 50% on March 29, 2019 and 50% on March 29, 2020, subject to the employee remaining an employee in good standing in the same or a similar role on such vesting dates.
(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.

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