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* Loeb Daniel S (Last) (First) (Middle) C/O THIRD POINT LLC 390 PARK AVENUE (Street) NEW YORK NY 10022 (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 X 10% Owner Officer (give title below) X Other (specify below) See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year) 03/30/2012
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)

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 B Convertible Preferred Stock	(1)	(1)	Common Stock	157,758	(1)	D
Series C Convertible Preferred Stock	(2)	(2)	Common Stock	126,721	(2)	D
Series D Convertible Preferred Stock	(3)	(3)	Common Stock	117,161	(3)	D
Series E Convertible Preferred Stock	(3)	(3)	Common Stock	71,734	(3)	D
9% Junior Convertible Secured Notes due 2014	(4)	(4)	Common Stock	31,663	(4)	D
Common Stock Warrants	(5)	06/14/2016	Common Stock	4,026	5.27	D
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	1,356,727	(1)	I(6)(7)	See footnotes(6)(7)
Series C Convertible Preferred Stock	(2)	(2)	Common Stock	1,065,071	(2)	I(6)(7)	See footnotes(6)(7)
Series D Convertible Preferred Stock	(3)	(3)	Common Stock	1,818,659	(3)	I(6)(7)	See footnotes(6)(7)
Series E Convertible Preferred Stock	(3)	(3)	Common Stock	757,357	(3)	I(6)(7)	See footnotes(6)(7)
9% Junior Convertible Secured Notes due 2014	(4)	(4)	Common Stock	577,227	(4)	I(6)(7)	See footnotes(6)(7)
Common Stock Warrants	(5)	06/14/2016	Common Stock	45,252	5.27	I(6)(7)	See footnotes(6)(7)
Common Stock Warrants	(5)	11/16/2016	Common Stock	34,101	5.27	I(6)(7)	See footnotes(6)(7)

1. Name and Address of Reporting Person* Loeb Daniel S (Last) (First) (Middle) C/O THIRD POINT LLC 390 PARK AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Third Point LLC (Last) (First) (Middle) 390 PARK AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Third Point Offshore Master Fund, L.P. (Last) (First) (Middle) C/O THIRD POINT LLC 390 PARK AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* THIRD POINT PARTNERS LP (Last) (First) (Middle) C/O THIRD POINT LLC 390 PARK AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* THIRD POINT PARTNERS QUALIFIED L P (Last) (First) (Middle) C/O THIRD POINT LLC 390 PARK AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Third Point Ultra Master Fund L.P. (Last) (First) (Middle) C/O THIRD POINT LLC 390 PARK AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)

Explanation of Responses:

1. The Series B Convertible Preferred Stock ("Series B") is convertible at the holder's election at any time or automatically upon the consummation of a firm commitment underwritten registered offering if certain price thresholds are met. Series B is convertible into shares of common stock of the Issuer ("Common Stock") in a ratio of 1:1.898 and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series B will be converted into shares of Common Stock.

2. The Series C Convertible Preferred Stock ("Series C") is convertible at the holder's election at any time or automatically upon the consummation of a firm commitment underwritten registered offering if certain price thresholds are met. Series C is convertible into shares of Common Stock in a ratio of 1:2.514 basis and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series C will be converted into shares of Common Stock.

3. The Series D Convertible Preferred Stock ("Series D") and the Series E Convertible Preferred Stock ("Series E") are convertible at the holder's election at any time or automatically upon the consummation of a firm commitment underwritten registered offering if certain price thresholds are met. Series D and Series E are convertible into shares of Common Stock on a one-for-one basis and have no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series D and Series E will be converted into shares of Common Stock.

4. The 9% Junior Convertible Secured Notes due 2014 (the "Notes") are convertible at the holder's election at any time prior to the expiration date or automatically upon the consummation of a firm commitment underwritten registered offering. Immediately prior to the closing of the Issuer's initial public offering, all Notes will be converted into shares of Common Stock. The principal amount of the Notes, plus interest accrued at 9% per annum, shall automatically convert into shares of Common Stock at the lesser of (a) $8.89 per share; or (b) the price per share of Common Stock upon the closing of the Issuer's initial public offering.

5. The common stock warrants are exercisable at the holder's election at any time prior to the expiration date.

6. Third Point LLC ("Third Point") acts as the investment manager of certain funds and managed accounts (the "Funds"), including Third Point Offshore Master Fund L.P. ("Offshore Master"), Third Point Partners L.P. ("Partners"), Third Point Partners Qualified L.P. ("Qualified"), and Third Point Ultra Ltd. ("Ultra"). Third Point, as investment manager of the Funds, and Daniel S. Loeb, as Chief Executive Officer of Third Point, each may be deemed to beneficially own the shares of Common Stock into which the securities held by the Funds are convertible or exercisable. (continued to footnote 7)

7. (continued from footnote 6) Each of Third Point and Mr. Loeb disclaims beneficial ownership of any securities reported herein except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that Third Point or Mr. Loeb is the beneficial owner of or has any pecuniary interest in such securities for purposes of Section 16 of the Securities Exchange Act, as amended (the "Act") and the rules promulgated thereunder or for any other purpose. Each of Partners, Qualified, Offshore Master and Ultra hereby disclaims beneficial ownership of any securities reported herein other than those that it directly holds, for purposes of Section 16 of the Act and the rules promulgated thereunder or for any other purpose.

Remarks:

Member of 13(d) group owning more than 10%. Robert Schwartz, who serves as a member of the board of the directors of the Issuer, is a managing partner of Third Point Ventures, an affiliate of Third Point. Mr. Schwartz may be deemed to be a member of a Section 13(d) "group" with the Funds, Third Point and Mr. Loeb. As a result of Mr. Schwartz's appointment to the board of directors of the Issuer by Third Point pursuant to its exercise of a contractual right, Third Point may be considered a director by deputization. Mr. Schwartz has filed a separate Form 3 disclosing his personal holdings of securities of the Issuer. * The Power of Attorney granted by Daniel S. Loeb in favor of James P. Gallagher, William Song and Joshua L. Targoff, dated February 9, 2011, was previously filed with the SEC on February 11, 2011 as an exhibit to Amendment No. 99.2 to Schedule 13G filed by Third Point LLC and Daniel S. Loeb with respect to Citadel Broadcasting Corporation and is incorporated herein by reference. Exhibit List 99.1 Joint Filer Information for Third Point LLC 99.2 Joint Filer Information for Third Point Offshore Master Fund L.P. 99.3 Joint Filer Information for Third Point Partners L.P. 99.4 Joint Filer Information for Third Point Partners Qualified L.P. 99.5 Joint Filer Information for Third Point Ultra Master Fund L.P.

	/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb	03/30/2012
	/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point LLC	03/30/2012
	/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Authorized person of the general partner of Third Point Offshore Master Fund L.P.	03/30/2012
	/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Authorized person of the general partner of Third Point Partners L.P.	03/30/2012
	/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Authorized person of the general partner of Third Point Partners Qualified L.P.	03/30/2012
	/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Authorized person of the general partner of Third Point Ultra Master Fund L.P.	03/30/2012
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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