Enphase Energy, Inc. — Director's Dealing 2018

Jun 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Enphase Energy, Inc. (ENPH)
CIK: 0001463101
Period of Report: 2018-06-04

Reporting Person: Branderiz Eric (VP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-04	Restricted Stock Units	A	300000	—	Acquired	300000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-04	Restricted Stock Units	$	A	50000	Acquired		Common Stock (50000.0)	Direct
2018-06-04	Restricted Stock Units	$	A	50000	Acquired		Common Stock (50000.0)	Direct

Footnotes

F1: Issued pursuant to the 2011 Equity Incentive Plan.

F2: The RSUs will vest as follows: (a) 25% of the shares (rounded down to the nearest whole share) shall vest on the Initial Vesting Date ofthe 15th of the month one year following hiring date and (b) thereafter 12.5% of the shares (rounded down to the nearest whole share, except for the last vesting installment) shall vest and become exercisable on each six-month anniversary of the Initial Vesting Date, provided that the grantee remains in Continuous Service (as defined in the Plan) from the Date of Grant through each such vesting date.

F3: Grant is of performance-based stock units.

F4: Performance shares are eligible to vest on March 29, 2019, based upon the 15-day trailing volume weighted average price per share of Enphase stock as of December 31, 2018 ("VWAP"), as follows: no vesting if VWAP is less than or equal to $3.00; 0% to 150% vesting, calculated linearly, is VWAP is between $3.01 and $6.00.

F5: RSUs expire March 29, 2019 if, or to the extent, vesting conditions not met.

F6: Performance shares are eligible to vest on March 29, 2019, based upon achievement of 2018 annual CEO goals measured for the year ended December 31, 2018, as follows: no vesting if 2018 CEO goals completed are less than 65% of total goals; 50% vesting if greater than 65% but less than 80% of goals are completed; 100% if greater than 80% but less than 100% of goals are completed; and up to 150% vesting if greater than 100% of goals are completed.