SEC Filing | Enphase Energy

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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^*

RODGERS THURMAN J

(Last)

(First)

(Middle)

575 EASTVIEW WAY

(Street)

WOODSIDE

94062

(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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2019

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified stock option (right to buy)	$14.58	05/15/2019		A		10,016		⁽¹⁾	05/14/2026	Common Stock	10,016	$0	10,016	D

Explanation of Responses:

1. Such option will vest in 12 equal monthly installments from the grant date, such that the option is fully vested on the one-year anniversary of the date of grant, subject to the Director's Continuous Service (as defined in the 2011 Equity Incentive Plan).

Remarks:

Exhibit 24, Power of Attorney

	/s/ Lisan Hung, as Attorney-in-Fact for Thurman John Rodgers	05/17/2019
	** 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 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.

POWER OF ATTORNEY

       Know all by the presents, that Thurman John Rodgers ("Grantor"), the undersigned hereby
 constitutes and appoints Lisan Hung and Mandy Yang, individually, as Grantor's attorneys-in
 fact and agents to:

        (1) execute for and on behalf of the undersigned, in the undersigned's capacity as
 an officer, director or beneficial owner of more than 10% of a registered class of securities
 of Enphase Energy, Inc. (the "Company"), Forms 3, 4 and 5 (including any amendments
 thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as
 amended (the "Exchange Act") and the rules thereunder and a Form ID, Uniform
 Application for Access Codes to File on EDGAR;

       (2) do and perform any and all acts for and on behalf of the undersigned that may
 be necessary or desirable to execute such Forms 3, 4 or 5 or Form ID (including any
 amendments thereto) and timely file such forms with the United States Securities and
 Exchange Commission and any stock exchange or similar authority; and

       (3) take any other action of any nature whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or
legally required by, the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever requisite, necessary or proper to be done in
the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act.

      This Power of Attorney shall remain in full force and effect until the earliest to occur of (a)
the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, (b) revocation by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any
attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company.

      The undersigned hereby revokes any prior Powers of Attorney previously appointed to
Denis Quinlan and Bob Bertz on this same subject.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed
as of April 25, 2019.

       Signature: /s/ Thurman John Rodgers

                   THURMAN JOHN RODGERS