Sec Form 4 Filing - NAHI PAUL B @ Enphase Energy, Inc. - 2017-05-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person NAHI PAUL B 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O ENPHASE ENERGY, INC., 1420 N. MCDOWELL BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2017 (Street) PETALUMA, CA94954 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Restricted Stock Units 05/01/2017 A 50,959 ( 1 ) A 561,881 D Restricted Stock Units 05/01/2017 A 28,000 ( 1 ) A 589,881 D Restricted Stock Units 05/01/2017 A 27,999 ( 1 ) A 617,880 D Common Stock 55,066 I Held in Trust ( 5 ) Common Stock 501,822 I Held in Trust ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (Right to Buy) $ 7.5 05/01/2017 D 100,000 ( 7 ) 05/01/2020 Common Stock 100,000 ( 2 ) 0 D Stock Option (Right to Buy) $ 8.43 05/01/2017 D 182,000 ( 8 ) 05/10/2022 Common Stock 182,000 ( 3 ) 0 D Stock Option (Right to Buy) $ 9.05 05/01/2017 D 100,000 ( 9 ) 06/16/2022 Common Stock 100,000 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NAHI PAUL B C/O ENPHASE ENERGY, INC. 1420 N. MCDOWELL BLVD. PETALUMA, CA94954 X President and CEO Signatures /s/ Paul Nahi 05/24/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on May 11, 2012. In exchange for the option, the reporting person received 50,959 shares of RSUs. ( 3 )On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on May 2, 2013. In exchange for the option, the reporting person received 28,000 shares of RSUs. ( 4 )On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on June 17, 2015. In exchange for the option, the reporting person received 27,999 shares of RSUs. ( 5 )The shares are held in trust for Mr. Nahi's children. Mr. Nahi disclaims beneficial ownership of the shares. ( 6 )Reflects shares transferred on August 4, 2016 to the Nahi Family Revocable Living Trust. ( 7 )The canceled option provided vesting in 48 equal successive installments over a four-year period commencing April 10, 2013. ( 8 )The canceled option provided vesting in 48 equal successive installments over a four-year period commencing May 11, 2012. ( 9 )The canceled option provided vesting in 48 equal successive installments over a four-year period commencing June 1, 2015.

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).

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