Enphase Energy, Inc. — Director's Dealing 2013

May 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Enphase Energy, Inc. (ENPH)
CIK: 0001463101
Period of Report: 2013-05-17

Reporting Person: Wilson Stoddard Moran (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-17	Common Stock	S	30000	$9.0726	Disposed	4526005	Indirect
2013-05-20	Common Stock	S	123038	$9.0985	Disposed	4402967	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.000-$9.225, inclusive. The reporting person undertakes to provide to Enphase Energy, Inc., any security holder of Enphase Energy, Inc., or the staff of the Securities and Exchange Comission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.000-$9.270, inclusive. The reporting person undertakes to provide to Enphase Energy, Inc., any security holder of Enphase Energy, Inc., or the staff of the Securities and Exchange Comission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: The Reporting Person, a director of the Issuer, shares voting and dispositive power over shares held by Rockport Capital Partners II, L.P. but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.