| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Enphase Energy, Inc. [ ENPH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/28/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 07/28/2023 | C | 900,090(1) | A | $0(2) | 2,411,325(3) | I | By Trust(4) | ||
| Common Stock | 1,526 | D | ||||||||
| Common Stock | 60,800 | I | By Charitable Trust(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| 4% Convertible Senior Notes due 2023 | (2) | 07/28/2023 | C | 5,000,000 | (6) | (6) | Common Stock | 900,090(1) | $0(1) | 0 | I | By Trust(4) | |||
| Explanation of Responses: |
| 1. The shares are issuable to the Trust as a result of the conversion of the Convertible Notes on 7/28/2023; however, pursuant to a letter agreement entered into with the Trust, such shares will not be issued by the Issuer to the Trust, and the Trust shall have no right or interest in such shares, until specific terms set forth in the letter have been complied with. Subject to compliance with such terms, and the subsequent issuance of the shares, theTrust will become the registered owner of the shares. |
| 2. The conversion rate for the 4% Convertible Senior Notes due 2023 (the "Convertible Notes") is equal to 180.0180 shares of common stock per $1,000 principal amount of the Convertible Notes (equivalent to an initial conversion price of approximately $5.56 per share of common stock), subject to adjustment in accordance with the applicable indenture. |
| 3. On July 12, 2023, the Reporting Person transferred 319,926 shares to the Rodgers Massey Recovable Trust dtd 4/4/11 (the "Trust"). |
| 4. These shares are held directly by the Rodgers Massey Revocable Living Trust dtd 4/4/11 for which the reporting person and his spouse, Valeta Massey, serve as trustees. |
| 5. These shares are held directly by the Rodgers Family Freedom and Free Markets Charitable Trust, a charitable remainder trust for which the Reporting Person and his spouse serve as trustees and of which the Reporting Person and his spouse are beneficiaries. The Reporting Person disclaims beneficial ownership except to the extent of his and his spouse's pecuniary interest therein. |
| 6. The Convertible Notes mature on August 1, 2023, unless earlier converted or repurchased. The Reporting Person may convert all or any portion of the Convertible Notes at any time prior to the close of business on the business day immediately preceding the maturity date. |
| Remarks: |
| /s/ Lisan Hung, Attorney-in-Fact for Thurman John Rodgers | 07/31/2023 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||