We urge you to read carefully this prospectus, any applicable prospectus supplement and any free writing prospectuses we have authorized for use in connection with a specific offering, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before buying any of the securities being offered.

We urge you

section titled “Where You Can Find More Information.”

As used in this prospectus, references to “Enphase,” “we,” “our” and “us” refer to Enphase Energy, Inc. and its subsidiaries, unless otherwise specified in this prospectus.

·

The last reported sale price of our common stock on The Nasdaq Global Market on December 11, 2018 was $5.70 per share.

DIVIDEND POLICY

We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Any future determination as to the payment of dividends will be at the sole discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements and other factors that our board of directors deems relevant. Under the Amended and Restated Loan and Security Agreement, dated February 10, 2017, among Enphase and lenders affiliated with Tennenbaum Capital Partners, LLC (“TCP” and the Amended and Restated Loan and Security Agreement, as amended, the “Loan Agreement”) and the term loans thereunder, the “Term Loan”), our ability to pay dividends is restricted.

DESCRIPTION OF THE AFFILIATE NOTES

We issued the Affiliate Notes under an indenture (the “Indenture”) originally dated August 17, 2018 between us and U.S. Bank National Association, as trustee (the “trustee”).

The following description is a summary of the material provisions of the Affiliate Notesdebt securities and the Indenture and does not purport to be complete. This summaryindenture is subject to, and is qualified in its entirety by reference to, all of the provisions of the Affiliate Notes, the Primary Offering Notes and the Indenture, including the definitionsindenture applicable to a particular series of certain terms used in the Indenture.debt securities. We urge you to read these documents because they,the applicable prospectus supplements and notany related free writing prospectuses related to the debt securities that we may offer under this description, define your rightsprospectus, as a holderwell as the complete indenture that contains the terms of the Affiliate Notes.

You may request a copy of thedebt securities.

For purposes of the description under this “Description of the Affiliate Notes”, references to “Enphase,” “we,” “our” and “us” refer only to Enphase Energy, Inc. and not to our subsidiaries.

General

The Affiliate Notes:

·                  are our general unsecured, senior obligations;

·                  have an aggregate principal amount of $5.0 million;

·                  bear cash interest from August 17, 2018 at an annual rate of 4.00% payable semiannually on February 1 and August 1 of each year, beginning on February 1, 2019;

·                  are not be redeemable prior to maturity;

·                  are subject to repurchase by us at the option of the holders following a fundamental change occurring prior to the maturity date (as defined below under “—Fundamental Change Permits Holders to Require Us to Repurchase Notes”) at a repurchase price equal to 100% of the principal amount of the Affiliate Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant fundamental change repurchase date;

·                  mature on August 1, 2023, unless earlier converted or repurchased in accordance with their terms; and

·                  were issued in minimum denominations of $1,000 and multiples of $1,000.

Subject to satisfaction of certain conditions, the Affiliate Notes may be converted at an initial conversion rate of 180.0180 shares of common stock per $1,000 principal amount of the Affiliate Notes (equivalent to an initial conversion price of approximately $5.56 per share of common stock). The conversion rate is subject to adjustment if certain events occur.

Upon conversion of an Affiliate Note, we will deliver shares of our common stock, together with a cash payment in lieu of delivering any fractional share, as described under “—Conversion Rights— Settlement upon Conversion.” You will not receive any separate cash payment for interest, if any, accrued and unpaid to the conversion date except under the limited circumstances described below.

The Indenture does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize and may be issued by usin any currency or our subsidiaries under the Indenture or otherwise. The Indenture does not contain any financial covenants and does not restrict us from paying dividends or issuing or repurchasing our other securities. Other than restrictions described under “—Fundamental Change Permits Holders to Require Us to Repurchase Notes” and “—Consolidation, Merger or Sale of Assets” below and exceptcurrency unit that we may designate. Except for the provisions set forth under “—Conversion Rights—Increaselimitations on consolidation, merger and sale of all or substantially all of our assets contained in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change,” the Indenture doesindenture, the terms of the indenture do not contain any covenants or other provisions designed to affordgive holders of the Notesany debt securities protection in the event of a highly leveraged transaction involving us or in the event of a declineagainst changes in our credit rating as the result of a takeover, recapitalization, highly leveraged transactionoperations, financial condition or similar restructuringtransactions involving us that could adversely affect such holders.

us.

Each conversion will be deemed to have been effected as to any Notes surrendered for conversion on the conversion date, and the person in whose name the shares of our common stock shall be issuable upon such conversion will become the holder of record of such shares as of the close of business on such conversion date.

The “last reported sale price” of our common stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchangeterms on which our common stock is traded. If our common stock is not listed for trading on a U.S. nationalseries of debt securities may be convertible into or regional securities exchange on the relevant date, the “last reported sale price” will be the last quoted bid priceexchangeable for our common stock inor our other securities. We will include provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory, at the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If our common stock is not so quoted, the “last reported sale price” will be the averageoption of the mid-point of the last bid and ask prices forholder or at our common stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by us for this purpose.

Conversion Rate Adjustments

The conversion rate will be adjusted as described below, except that we will not make any adjustmentsoption. We may include provisions pursuant to the conversion rate if holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of our common stock and solely as a result of holding the Notes, in any of the transactions described below without having to convert their Notes as if they held a number of shares of common stock equal to the conversion rate, multiplied by the principal amount (expressed in thousands) of Notes held by such holder.

(1)         If we exclusively issue shares of our common stock as a dividend or distribution on shares of our common stock, or if we effect a share split or share combination, the conversion rate will be adjusted based on the following formula:

CR1 = CR0 × [OS1 / OS2]

where,

CR0 =                         the conversion rate in effect immediately prior to the close of business on the record date (as defined below) of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as applicable;

CR1 =                         the conversion rate in effect immediately after the close of business on such record date or immediately after the open of business on such effective date, as applicable;

OS0  =which the number of shares of our common stock outstanding immediately prioror our other securities that the holders of the series of debt securities receive would be subject to adjustment.

Consolidation, Merger or Sale of Assets

The Indenture provides that we will not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of our properties and assets to, another person, unless (i) the resulting, surviving or transferee person (if not us) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such corporation (if not us) expressly assumes by supplemental indenture all of our obligations under the Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture. Upon any such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee person (if not us) shall succeed to, and may exercise every right and power of, ours under the Indenture, and we will be discharged from our obligations under the Notes and the Indenture, except in the case of any such lease.

Although these types of transactions are permitted under the Indenture, certain of the foregoing transactions could constitute a fundamental change permitting each holder to require us to repurchase the Notes of such holder as described above.

Events of Default

Each of the following is an event of default with respect to the Notes:

(1)              default in any payment of interest on any Note when due and payable and the default continues for a period of 30 days;

(2)              default in the payment of principaldebt securities of any Note when dueseries occurs and payable at its stated maturity, upon any required repurchase, upon declaration of acceleration or otherwise;

(3)              our failure to comply with our obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right;

(4)              our failure to give a fundamental change notice as described under “—Fundamental Change Permits Holders to Require Us to Repurchase Notes” or notice of a make-whole fundamental change as described under “—Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change,” in each case when due;

(5)              our failure to give a fundamental change notice as described under “—Fundamental Change Permits Holders to Require Us to Repurchase Notes” or notice of a make-whole fundamental change as described under “—Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change,” in each case when due;

(6)              principal amount of the Notes then outstanding has been received to comply with any of ouris continuing, other agreements contained in the Notes or the Indenture;

(7)              default by us or any of our subsidiaries with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $5.0 million (or its foreign currency equivalent) in the aggregate of us and/or any such subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise and, in the cases of clauses (i) and (ii) such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 30 days of such acceleration or failure to pay, as applicable;

(8)              a final judgment or judgments for the payment of $5.0 million (or its foreign currency equivalent) or more (excluding any amounts covered by insurance) in the aggregate rendered against us or any of our subsidiaries, which judgment is not discharged, bonded, paid, waived or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished; or

(9)              certain events of bankruptcy, insolvency, or reorganization of us or any of our significant subsidiaries, as defined in Article 1, Rule 1-02 of Regulation S-X.

Ifthan an event of default occurs and is continuing,specified in the last bullet point above, the trustee by notice to us, or the holders of at least 25% in aggregate principal amount of the outstanding Notesdebt securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare 100%the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the principal amount of and accrued and unpaid interest, if any, on all the Notes to be due and payable. In case of certain eventseach issue of bankruptcy, insolvency or reorganization involving us, 100% of the principal of and accrued and unpaid interest on the Notes will automatically become due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaid interest, if any, willdebt securities then outstanding shall be due and payable immediately.

Notwithstandingwithout any notice or other action on the foregoing, the Indenture will provide that, to the extent we elect, the sole remedy for an event of default under the Indenture relating to our failure to comply with our obligations as set forth under “—Reports” below, will, for the first 270 days after the occurrence of such an event of default, consist exclusivelypart of the right to receive additional interest on the Notes at a rate equal to 0.25% per annum of the principal amount of the Notes outstanding for each day during the first 90 days after the occurrence of such an event of default and 0.50% per annum of the principal amount of the Notes outstanding from the 91st day to, and including, the 270th day following the occurrence of such an event of default during which such event of default is continuing (in addition totrustee or any additional interest that may accrue with respect to the Notes as a result of a registration default as described below under the caption “—No Registration Rights; Additional Interest”).

If we so elect, such additional interest will be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 271st day after such event of default (if the event of default relating to the reporting obligations is not cured or waived prior to such 271st day), the Notes will be subject to acceleration as provided above. The provisions of the Indenture described in this paragraph will not affect the rights of holders of Notes in the event of the occurrence of any other event of default under the Indenture. In the event we do not elect to pay the additional interest following an event of default in accordance with this paragraph or we elected to make such payment but do not pay the additional interest when due, the Notes will be immediately subject to acceleration as provided above.

In order to elect to pay the additional interest as the sole remedy during the first 270 days after the occurrence of an event of default relating to the failure to comply with the reporting obligations in accordance with the immediately preceding paragraph, we must notify in writing all holders of the Notes, the trustee and the paying agent of such election prior to the occurrence of such event of default. Upon our failure to timely give such notice, the Notes will be immediately subject to acceleration as provided above.

holder.

Each holder shall have the right to receive payment or delivery, as the case may be, of:

·   the principal (including the fundamental change repurchase price,indenture, if applicable) of;

·   accrued and unpaid interest, if any, on; and

·   the consideration due upon conversion of,

its Notes, on or after the respective due dates expressed or provided for in the Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, and such right to receive such payment or delivery, as the case may be, on or after such respective dates shall not be impaired or affected without the consent of such holder.

If an event of default occursunder an indenture shall occur and isbe continuing, the trustee will be under no obligation to exercise any of theits rights or powers under the Indenturesuch indenture at the request or direction of any of the holders of the Notesapplicable series of debt securities, unless such holders have offered to the trustee indemnity or security satisfactory to the trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no holder may pursue any remedy with respect to the Indenture or the Notes unless:

(1)         such holder has previously given the trustee written notice that an event of default is continuing;

(2)         holders of at least 25% in principal amount of the outstanding Notes have requested the trustee to pursue the remedy;

(3) such holders have offered the trustee security or indemnity satisfactory to the trustee against any loss, liability or expense;

(4)         the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5)         thereasonable indemnity. The holders of a majority in principal amount of the outstanding Notesdebt securities of any series will have not given the trustee a direction that, in the opinion of the trustee, is inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or of exercising any trust or power conferred on the trustee, underwith respect to the Indenture.

The Indenture providesdebt securities of that series, provided that:

Payments of the fundamental change repurchase price, principal and interest that are not made when due will accrue interest per annum at the then-applicable interest rate from the required payment date.

Modification and Amendment

Subject to certain exceptions, the Indenture or the Notes may be amended with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding (including without limitation, consents obtaineddebt securities of each series that is affected. However, unless we provide otherwise in connectionthe prospectus supplement applicable to a particular series of debt securities, we and the trustee may make the following changes only with a repurchase of, or tender or exchange offer for, Notes) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes). However, without the consent of each holder of anany outstanding Note affected, no amendment may, among other things:

(1)              reducedebt securities affected:

(4)              makepremium, if any, change that adversely affects the conversion rights of any Note;

(5)              reduce the fundamental change repurchase price of any Note or amend or modify in any manner adverse to the holders of the Notes our obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;

(6)              make any note payable in money or at a place of payment other than that stated in the Note;

(7)              change the ranking of the Notes;

(8)              impair the right of any holder to receive payment of principal and interest on, such holder’s Notesthe debt securities of the series on the dates payments are due.

(9)              makethat series. To the extent the debt securities of a series are issued in global form and as book-entry, a description of terms relating to any changebook-entry securities will be set forth in the amendment provisions that require each holder’s consent or inapplicable prospectus supplement.

Without the consent of any holder, we and the trustee may amend the Indenture to:

(1)              cure any ambiguity, omission, defect or inconsistency that does not adversely affect holdersoption of the Notes;

(2)              provide for the assumption by a successor corporation of our obligations under the Indenture;

(3)              add guarantees with respect to the Notes;

(4)              secure the Notes;

(5)              add to our covenants or events of default for the benefit of the holders or surrender any right or power conferred upon us under the Indenture;

(6)              make any other change that does not adversely affect the rights of any holder, (for the avoidance of doubt, any amendment to conform the terms of the Indenture or the Notes to the description contained in the offering memorandum for the Primary Notes Offering, along with any pricing term sheet with respect thereto;

(7)              increase the conversion rate as provided in the Indenture;

(8)              provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the Indenture by more than one trustee;

(9)              provide for the conversion of Notes in accordance with the terms of the Indenture;

(10)       in connection with any transaction described under “Conversion Rights—Recapitalizations, Reclassifications and Changes of Our Common Stock” above, provide that the Notes are convertible into reference property, subject to the provisions described under “Conversion Rights—Settlement upon Conversion” above, and make certain related changes to the terms of the Notesindenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

(11)       providesecurity registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

(12)       comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act;Act of 1939 is applicable.

(13)       conform debt securities, and be issued in one or more series. Warrants may be offered independently or in combination with other securities offered by any prospectus supplement. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms.

Holders do not need to approve the particular form of any proposed amendment. It will be sufficient if such holders approve the substanceterms of the proposed amendment. After an amendment under series of warrants being offered, including:

Calculations in Respect ofapplicable prospectus supplement, the Notes

Except as otherwise provided above, we will be responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations of the stock price, the last reported sale prices of our common stock, accrued interest payable on the Notes and the conversion rate of the Notes. We will make all these calculations in good faith and, absent manifest error, our calculations will be final and binding on holders of Notes. We will provide a schedule of our calculations to each of the trustee, the paying agent and the conversion agent, and each of the trustee, the paying agent and the conversion agent is entitled to rely conclusively upon the accuracy of our calculations without independent verification. The trustee will forward our calculations to any holder of Notes upon the written request of that holder.

Reports

The Indenture provides that any documents or reports that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatmentwarrants and any correspondence with the SEC) must be filed by us with the trustee within 15 days after the same are required to be filed with the SEC (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Documents filed by us with the SEC via the EDGAR system will be deemed to be filed with the trustee as of the time such documents are filed via EDGAR, it being understood that the trustee shall not be responsible for determining whether such filings have been made. Delivery of reports, information and documents to the trustee under the Indenture is for informational purposes only and the information and the trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable from information contained therein including our compliance with any of its covenants thereunder (as to which the trustee is entitled to rely exclusively on an officer’s certificate).

Trustee

U.S. Bank National Association is the initial trustee, security registrar, paying agent and conversion agent. U.S. Bank National Association, in each of its capacities, including without limitation as trustee, security registrar, paying agent and conversion agent, assumes no responsibility for the accuracy or completeness of the information concerning us or our affiliates or any other party contained in this document or the related documents or for any failure by us or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

Governing Law

The Indenture provides that it and the Notes, and any claim, controversy or dispute arising under or related to the Indenture or the Notes,warrant agreements will be governed by and construed in accordance with the laws of the State of New York.

The Selling Securityholderdepositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.

All information contained in the table below and the footnotes thereto is based upon information provided to us by the Selling Securityholder. The information in the table below and the footnotes thereto regarding shares of common stock to be beneficially owned after the offering assumes the sale of all securities being offered by the Selling Securityholder under this prospectus. The percentage of shares owned after the offering is based on 106,764,841 shares of common stock outstanding as of December 3, 2018. Unless otherwise indicated in the footnotes to this table, we believe that the Selling Securityholder named in this table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned.

(1)         Represents the shares of common stock issuable upon conversion of the Affiliate Notes at an initial conversion rate of 180.0180 shares of common stock per $1,000 principal amount of the Affiliate Notes.

(2)         The indicated ownership is based solely on a Schedule 13G filed with the SEC by the reporting person on January 19, 2017, reporting beneficial ownership as of January 19, 2017 and consists of common stock held of record by Rodgers Massey Revocable Living Trust dtd 4/4/11, for which Mr. Rodgers and his spouse, Valeta Massey, serve as trustees and share joint voting and dispositive power. The Schedule 13G filed by the reporting person provides information only as of January 9, 2017, and, consequently, the beneficial ownership of the above-mentioned reporting person may have changed between January 9, 2017 and February 9, 2018. The address for the reporting persons is: 575 Eastview Way, Woodside, CA 94062.

Relationships with the Selling Securityholder

The Selling Securityholder is a member of our Board of Directors and also serves as a member of the Compensation Committee and the Nominating and Corporate Governance Committee of our Board of Directors.

The Selling Securityholder may use any one or more of the following methods when selling the Securities:

·                       through broker-dealers or agents whopurchasers. We may receive compensationdistribute securities from time to time in the form of discounts, concessions or commissions from the Selling Securityholder or the purchasers of the Securities;

·                       privately negotiated transactions; or

·                       any other method permitted pursuant to applicable law.

The Selling Securityholder may also sell the Securities under Rule 144 under the Securities Act (if available and subject to the restrictions thereof) rather than under this prospectus.

Broker-dealers engaged by the Selling Securityholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Securityholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440-1.

In connection with the sale of the Securities, the Selling Securityholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging the positions they assume. The Selling Securityholder may also sell the shares of common stock issued upon the conversion of the Affiliate Notes short and deliver these securities to close out its short positions or to return borrowed shares in connection with such short sales, or loan or pledge the shares of common stock to broker-dealers that in turn may sell these securities. The Selling Securityholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securitiestransactions:

The Selling Securityholder and any broker-dealers or agents that are involved in selling the Securities may be deemed to be “underwriters” within the meaningobligations of the Securities Act in connection with such sales. In such event, any commissions received by such Selling Securityholder, broker-dealers or agents and any profit onunderwriters to purchase the resale of the Securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. If the Selling Securityholder is deemed to be an “underwriter” within the meaning of Section 2(11) of the Securities Act, itsecurities will be subject to the prospectus delivery requirementsconditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the Securities Actsecurities offered by the prospectus supplement, other than securities covered by any over-allotment or other option. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be subjectchange from time to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act. The Selling Securityholder has informed us that he is nottime. We may use underwriters with whom we have a registered broker-dealer or an affiliate of a registered broker-dealer. In no event shall any broker-dealer receive fees, commissions and markups which,material relationship. We will describe in the aggregate, would exceed 8%.

prospectus supplement, naming the underwriter, the nature of any such relationship.

The Selling Securityholder will be subject to the prospectus delivery requirementsprice of the Securities Act including Rule 172 thereunder unless an exemption therefrom is available.

We agreed to cause the registration statement of which this prospectus is a part to remain effective until the earlier to occur of (i) the date that all Securities have been sold or can be sold publicly without restriction or limitation under Rule 144 (including, without limitation, the requirementsecurities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.

Under applicable rules and regulationscommon stock on The Nasdaq Global Market in accordance with Regulation M under the Exchange Act, any person engaged induring the distribution of the Securities may not simultaneously engage in market making activities with respect to the Securities for the applicable restricted period, as defined in Regulation M,business day prior to the pricing of the offering, before the commencement of the distribution. In addition, the Selling Securityholder will be subject to applicable provisionsoffers or sales of the Exchange Actcommon stock. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the ruleshighest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, regulations thereunder, including Regulation M, whichif commenced, may limitbe discontinued at any time.

There can be no assurance that any Selling Securityholder will sell any or all of the Securities we registered on behalf of the Selling Securityholder pursuant to the registration statement of which this prospectus forms a part.

Once sold under the registration statement of which this prospectus forms a part, the Securities will be freely tradablesupplement.

LEGAL MATTERS

Theapplicable prospectus supplement, Cooley LLP will pass upon the validity of the Securities beingsecurities offered hereby have been passed upon for us by Arnold & Porter Kaye Scholer LLP, New York, New York.

EXPERTSthis prospectus and any supplement thereto.

·

prospectus is a part and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus.

We will furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, a copy of any or all of the documents incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated by reference into such documents.

·                       any breach ofas a director. As permitted by the director’s duty of loyaltyDelaware General Corporation Law, our bylaws provide that:

As permittedour directors and officers that provide the maximum indemnity allowed to directors and executive officers by Section 145 of the Delaware General Corporation Law the registrant’s bylaws require the registrant to indemnify its directors and executive officers to the fullest extent not prohibited by the Delaware law. The registrant may expand the extent of such indemnification by individual contracts with the registrant’s directors and executive officers. Further, the registrant may decline to indemnify any director or executive officer in connection with any proceeding initiated by such person or any proceeding by such person against the registrant or its directors, officers, employees or other agents, unless such indemnification is expressly required to be made by law or the proceeding was authorized by the registrant’s board of directors.

The registrant has entered into indemnity agreements with each of its current directors and its executive officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in the registrant’s certificate of incorporation and bylaws and toalso provide for certain additional procedural protections. At present, there is no pending litigation or proceeding involving any of the registrant’s directors, officers or employeesWe currently carry liability insurance for which indemnification is sought, nor is the registrant aware of any threatened litigation that may result in claims for indemnification.

The registrant has the power to indemnify its other officers, employees and other agents, as permitted by Delaware law, but the registrant is not required to do so.

The registrant has aour directors and officers insuranceofficers.

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(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

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