Sec Form 3 Filing - McNeil Jeff @ Enphase Energy, Inc. - 2019-04-25

FORM 3 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 McNeil Jeff 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) Chief Operating Officer (Last) (First) (Middle) 47281 BAYSIDE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 04/25/2019 (Street) FREMONT, CA94538 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 Common Stock 90,243 D Common Stock ( 1 ) ( 2 ) 225,000 D Common Stock ( 2 ) ( 3 ) 34,000 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 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 E xercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 2 ) ( 4 ) $ 0 ( 5 ) 03/26/2020 Common Stock 25,500 D Restricted Stock Units ( 2 ) ( 4 ) $ 0 ( 6 ) 03/26/2020 Common Stock 25,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McNeil Jeff 47281 BAYSIDE PARKWAY FREMONT, CA94538 Chief Operating Officer Signatures /s/ Lisan Hung, Attorney-in-fact for Jeff McNeil 05/15/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Stock Units were granted on January 31, 2018 and will vest as follows: (a) 25% of the shares (rounded down to the nearest whole share) shall vest on the Initial Vesting Date of the 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. ( 2 )Issued pursuant to the 2011 Equity Incentive Plan. ( 3 )Restricted Stock Units were granted on March 27, 2019 and will vest as follows: 50% on March 26, 2020 and 50% on March 26, 2021, subject to the reporting person remaining an employee in good standing in the same or a similar role on such vesting dates. ( 4 )Grant is of performance-based stock units. ( 5 )Performance shares granted on March 27, 2019 are eligible to vest on March 26, 2020, based upon the 15-day trailing volume weighted average price per share of Enphase stock as of December 31, 2019 ("VWAP"), as follows: no vesting if VWAP is less than or equal to $5.22; 0% to 200% vesting, calculated linearly, if VWAP is between $5.22 and $12.78. ( 6 )Performance shares granted on March 27, 2019 are eligible to vest on March 26, 2020, based upon achievement of 2019 annual CEO goals measured for the year ended December 31, 2019, as follows: no vesting if 2019 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.

Remarks: Exhibit 24, Power of Attorney

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