Sec Form 4/A Filing - Branderiz Eric @ Enphase Energy, Inc. - 2019-03-18

FORM 4/A 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 Branderiz Eric 2. Issuer Name and Ticker or Trading Symbol Enphase Energy, Inc. [ ENPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP & Chief Financial Officer (Last) (First) (Middle) C/O ENPHASE ENERGY, INC., 47281 BAYSIDE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2019 (Street) FREMONT, CA94538 4. If Amendment, Date Original Filed (MM/DD/YY) 03/20/2019 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 Common Stock 03/18/2019 M 55,000 ( 1 ) A $ 0 402,126 ( 2 ) D Common Stock 03/19/2019 S 21,255 ( 3 ) ( 4 ) D $ 8.8772 ( 5 ) 380,871 D Common Stock 03/18/2019 M 25,000 ( 6 ) A $ 0 405,871 D Common Stock 03/19/2019 S 9,448 D $ 8.877 ( 5 ) 396,423 D

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 Reporte d 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 Restricted Stock Units ( 7 ) ( 8 ) $ 0 03/18/2019 M 55,000 ( 1 ) 03/18/2019( 9 ) ( 10 ) Common Stock 55,000 $ 0 0 D Restricted Stock Units ( 7 ) ( 8 ) $ 0 03/18/2019 M 25,000 ( 6 ) 03/18/2019( 11 ) ( 10 ) Common Stock 25,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Branderiz Eric C/O ENPHASE ENERGY, INC. 47281 BAYSIDE PARKWAY FREMONT, CA94538 VP & Chief Financial Officer Signatures /s/ Denis J. Quinlan, Attorney-in-Fact for Eric Branderiz 03/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Performance award achieved at 111% of target shares. ( 2 )Includes 300,000 shares of common stock from a Restricted Stock Units grant filed on June 4, 2018, and inadvertantly reported as Restricted Stock Units on table 1. ( 3 )This transaction constitutes a matching transaction under Section 16(b) of the Securities Exchange Act. The reporting person has agreed to remit to the Issuer the profits deemed to have resulted from the transaction, which are approximately $1,235.10. ( 4 )Corrected quantity of shares sold to cover taxes. ( 5 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.85 to $9.2014. ( 6 )Performance award achieved at 50% of target shares. Unearned shares were cancelled. ( 7 )Issued pursuant to the 2011 Equity Incentive Plan. ( 8 )Grant is of performance-based stock units. ( 9 )Performance shares were eligible to vest on March 18, 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. ( 10 )RSUs expire March 29, 2019 if, or to the extent, vesting conditions are not met. ( 11 )Performance shares were eligible to vest on March 18, 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 150% vesting if greater than 100% of goals are completed.

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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