SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Issuer Name and Ticker or Trading Symbol
Enphase Energy, Inc. [ ENPH ]
5. 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
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 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
Common Stock, $0.00001 par value 11/21/2013 J(1) 190,100 A(1) $6.83 7,448,987 I See Footnotes(2)(3)
Common Stock, $0.00001 par value 505,037 D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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. Represents shares transferred from a managed fund, of which Third Point LLC ("Third Point") acts as the investment manager, to Third Point Ultra Master Fund L.P. ("Ultra"). The transferred shares were not previously reported as part of the Reporting Person's pecuniary interest in reliance on an exemption from the definition of pecuniary interest.
2. 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 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 have converted. (continued in footnote 3)
3. (continued from footnote 2) 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 Third Point, Mr. Loeb and the Funds. 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 11/22/2013
/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point LLC 11/22/2013
/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. 11/22/2013
/s/ William Song, as Attorney-in-Fact for Daniel. S. Loeb, authorized person of the general partner of Third Point Partners L.P. 11/22/2013
/s/ William Song, as Attorney-in-Fact for Daniel. S. Loeb, authorized person of the general partner of Third Point Partners Qualified L.P. 11/22/2013
/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. 11/22/2013
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
rrd356451_403899.html
                                                                    Exhibit 99.1


                              Attachment to Form 4

                             JOINT FILER INFORMATION

Name and Address:                                   Third Point LLC
                                                    390 Park Avenue
                                                    New York, NY  10022

Date of Earliest Reported Transaction:              11/21/2013
Issuer and Ticker Symbol:                           Enphase Energy, Inc. [ENPH]
Relationship of the Issuer:                         10% Owner; Director; Other
                                                    (See Remarks)
Designated Filer:                                   Daniel S. Loeb

TABLE I INFORMATION

Title of Security:                                  Common Stock, $0.00001 par
                                                    value
Transaction Date:                                   11/21/2013
Transaction Code:                                   J (1)
Amount of Securities:                               190,100
Securities Acquired (A) or Disposed of (D):         A (1)
Price of Security:                                  $6.83
Amount of Securities Beneficially
Owned Following Reported
Transactions:                                       7,448,987
Ownership Form:                                     I
Nature of Indirect Beneficial Ownership:            See Footnote (2) (3) on
                                                    Form 4

rrd356451_403900.html
                                                                    Exhibit 99.2

                              Attachment to Form 4

                             JOINT FILER INFORMATION

Name and Address:                                Third Point Offshore Master
                                                 Fund L.P.
                                                 c/o Third Point LLC
                                                 390 Park Avenue
                                                 New York, NY  10022

Date of Earliest Reported Transaction:           11/21/2013
Issuer and Ticker Symbol:                        Enphase Energy, Inc. [ENPH]
Relationship of the Issuer:                      10% Owner; Director; Other
                                                 (See Remarks)
Designated Filer:                                Daniel S. Loeb
Date of Earliest Reported Transaction:           11/21/2013

TABLE I INFORMATION

Title of Security:                               Common Stock, $0.00001 par
                                                 value
Transaction Date:
Transaction Code:
Amount of Securities:
Securities Acquired (A) or Disposed of (D):
Price of Security:
Amount of Securities Beneficially                4,192,165
Owned Following Reported
Transactions:
Ownership Form:                                  D
Nature of Indirect Beneficial Ownership:

rrd356451_403901.html
                                                                    Exhibit 99.3

                              Attachment to Form 4

                             JOINT FILER INFORMATION

Name and Address:                             Third Point Partners L.P.
                                              c/o Third Point LLC
                                              390 Park Avenue
                                              New York, NY  10022

Date of Earliest Reported Transaction:        11/21/2013
Issuer and Ticker Symbol:                     Enphase Energy, Inc. [ENPH]
Relationship of the Issuer:                   10% Owner; Director; Other
                                              (See Remarks)
Designated Filer:                             Daniel S. Loeb

TABLE I INFORMATION

Title of Security:                            Common Stock, $0.00001 par value
Transaction Date:
Transaction Code:
Amount of Securities:
Securities Acquired (A) or Disposed of (D):
Price of Security:
Amount of Securities Beneficially
Owned Following Reported
Transactions:                                 514,508
Ownership Form:                               D
Nature of Indirect Beneficial Ownership:

rrd356451_403902.html
                                                                    Exhibit 99.4

                              Attachment to Form 4

                             JOINT FILER INFORMATION

Name and Address:                              Third Point Partners
                                               Qualified L.P.
                                               c/o Third Point LLC
                                               390 Park Avenue
                                               New York, NY  10022

Date of Earliest Reported Transaction:         11/21/2013
Issuer and Ticker Symbol:                      Enphase Energy, Inc. [ENPH]
Relationship of the Issuer:                    10% Owner; Director; Other
                                               (See Remarks)
Designated Filer:                              Daniel S. Loeb

TABLE I INFORMATION

Title of Security:                             Common Stock, $0.00001 par value
Transaction Date:
Transaction Code:
Amount of Securities:
Securities Acquired (A) or Disposed of (D):
Price of Security:
Amount of Securities Beneficially
Owned Following Reported
Transactions:                                  947,156
Ownership Form:                                D
Nature of Indirect Beneficial Ownership:

rrd356451_403903.html
                                                                    Exhibit 99.5

                              Attachment to Form 4

                             JOINT FILER INFORMATION

Name and Address:                                   Third Point Ultra Master
                                                    Fund L.P.
                                                    c/o Third Point LLC
                                                    390 Park Avenue
                                                    New York, NY  10022

Date of Earliest Reported Transaction:              11/21/2013
Issuer and Ticker Symbol:                           Enphase Energy, Inc. [ENPH]
Relationship of the Issuer:                         10% Owner; Director; Other
                                                    (See Remarks)
Designated Filer:                                   Daniel S. Loeb

TABLE I INFORMATION

Title of Security:                                  Common Stock, $0.00001 par
                                                    value
Transaction Date:                                   11/21/2013
Transaction Code:                                   J (1)
Amount of Securities:                               190,100
Securities Acquired (A) or Disposed of (D):         A (1)
Price of Security:                                  $6.83
Amount of Securities Beneficially
Owned Following Reported
Transactions:                                       875,258
Ownership Form:                                     D
Nature of Indirect Beneficial Ownership: