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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units (5) (6) | $ 0 | 03/18/2019 | M | 55,500 (1) | 03/18/2019(7) | (8) | Common Stock | 55,500 | $ 0 | 0 | D | ||||
Restricted Stock Units (5) (6) | $ 0 | 03/18/2019 | M | 25,000 (4) | 03/18/2019(9) | (8) | Common Stock | 25,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Branderiz Eric C/O ENPHASE ENERGY, INC. 47281 BAYSIDE PARKWAY FREMONT, CA 94538 |
VP & Chief Financial Officer |
/s/ Denis J. Quinlan, Attorney-in-Fact for Eric Branderiz | 03/20/2019 | |
**Signature of Reporting Person | Date |
* | 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) | Performance award achieved at 111% of target shares. |
(2) | Includes 300,000 shares of common stock from a Restricted Stock Units grant filed on June 4, 2018, and inadvertantly reported as Restricted Stock Units on table 1. |
(3) | The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.85 to $9.2014. |
(4) | Performance award achieved at 50% of target shares. Unearned shares were cancelled. |
(5) | Issued pursuant to the 2011 Equity Incentive Plan. |
(6) | Grant is of performance-based stock units. |
(7) | Performance shares are eligible to vest on March 18, 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. |
(8) | RSUs expire March 29, 2019 if, or to the extent, vesting conditions are not met. |
(9) | Performance shares are eligible to vest on March 18, 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 150% vesting if greater than 100% of goals are completed. |