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Enphase Energy, Inc. Director's Dealing 2017

May 24, 2017

31064_dirs_2017-05-24_f12124f6-93fb-470e-9ac5-40ceee9bec82.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Enphase Energy, Inc. (ENPH)
CIK: 0001463101
Period of Report: 2017-05-01

Reporting Person: Garcia Humberto (VP and CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-01 Restricted Stock Units A 528 Acquired 63100 Direct
2017-05-01 Restricted Stock Units A 3083 Acquired 66183 Direct
2017-05-01 Restricted Stock Units A 528 Acquired 66711 Direct
2017-05-01 Restricted Stock Units A 1082 Acquired 67793 Direct
2017-05-01 Restricted Stock Units A 3584 Acquired 71377 Direct
2017-05-01 Restricted Stock Units A 5599 Acquired 76976 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-01 Stock Option (Right to Buy) $4.086 D 1320 Disposed 2021-05-04 Common Stock (1320.0) Direct
2017-05-01 Stock Option (Right to Buy) $9.534 D 11013 Disposed 2021-08-22 Common Stock (11013.0) Direct
2017-05-01 Stock Option (Right to Buy) $11.0 D 1887 Disposed 2022-03-11 Common Stock (1887.0) Direct
2017-05-01 Stock Option (Right to Buy) $6.9 D 3609 Disposed 2022-05-30 Common Stock (3609.0) Direct
2017-05-01 Stock Option (Right to Buy) $7.68 D 12804 Disposed 2020-06-30 Common Stock (12804.0) Direct
2017-05-01 Stock Option (Right to Buy) $9.69 D 20000 Disposed 2021-07-13 Common Stock (20000.0) Direct

Footnotes

F1: The restricted stock units ("RSUs") will vest as follows: Any vested portion of the canceled option is subject to a new one-year cliff vesting date with 100% of such portion of the RSU vesting on May 15, 2018. Any portion of a new RSU issued in exchange for the unvested portion of the canceled option will continue to vest over the remainder of the original vesting period of the unvested portion of the option; however, the new RSU will vest and shares will be issued on a quarterly vesting schedule with fixed vesting dates occurring on February 15, May 15, August 15 and November 15 each year. The first new RSU Vesting Date for the portion of the new RSU issued in exchange for the unvested portion of a canceled option will be August 15, 2017.

F2: On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on May 5, 2011. In exchange for the option, the reporting person received 528 shares of RSUs.

F3: This total corrects the total aggregate number of shares following the transaction previously reported by the reporting person on May 17, 2017.

F4: On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on August 23, 2011. In exchange for the option, the reporting person received 3,083 shares of RSUs.

F5: On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on March 12, 2012. In exchange for the option, the reporting person received 528 shares of RSUs.

F6: On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on May 31, 2012. In exchange for the option, the reporting person received 1,082 shares of RSUs.

F7: On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on July 1, 2013. In exchange for the option, the reporting person received 3,584 shares of RSUs.

F8: On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on July 14, 2014. In exchange for the option, the reporting person received 5,599 shares of RSUs.

F9: The canceled option provided vesting in variable installments over a four-year period commencing January 21, 2012.

F10: The canceled option provided vesting in variable installments over a four-year period commencing February 4, 2012.

F11: The canceled option provided vesting in 48 equal successive installments over a four-year period commencing April 12, 2012.

F12: The canceled option provided vesting in 48 equal successive installments over a four-year period commencing June 30, 2012.

F13: The canceled option provided vesting in 48 equal successive installments over a four-year period commencing May 10, 2013.

F14: The canceled option provided vesting in 48 equal successive installments over a four-year period commencing January 1, 2015.