Enphase Energy (ENPH) Form 4 Enphase Energy / Thurman J Rodgers ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Rodgers Thurman J

(Last) (First) (Middle)

C/O ENPHASE ENERGY, INC.

47281 BAYSIDE PARKWAY

(Street)

FREMONT CA 94538

(City) (State) (Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	07/07/2023		M		171,029	A	$1.11	172,955	D
Common Stock	07/07/2023		M		111,052	A	$0.7	284,007	D
Common Stock	07/07/2023		M		24,954	A	$5.53	308,961	D
Common Stock	07/07/2023		M		10,016	A	$14.58	318,977	D
Common Stock	07/07/2023		M		2,475	A	$64.17	321,452	D
Common Stock								1,191,309	I	By Trust(1)
Common Stock								60,800	I	By Charitable Trust(2)

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 (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
Non-qualified stock option (right to buy)(3)	$1.11	07/07/2023		M			171,029	(4)	01/08/2024	Common Stock	171,029	$0	0	D
Non-qualified stock option (right to buy)(3)	$0.7	07/07/2023		M			111,052	(4)	05/17/2024	Common Stock	111,052	$0	0	D
Non-qualified stock option (right to buy)(3)	$5.53	07/07/2023		M			24,954	(4)	05/16/2025	Common Stock	24,954	$0	0	D
Non-qualified stock option (right to buy)(3)	$14.58	07/07/2023		M			10,016	(4)	05/14/2026	Common Stock	10,016	$0	0	D
Non-qualified stock option (right to buy)(3)	$64.17	07/07/2023		M			2,475	(4)	05/19/2027	Common Stock	2,475	$0	0	D

Explanation of Responses:

1. 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.

2. 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, Valeta Massey, 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.

3. Issued pursuant to the 2011 Equity Incentive Plan.

4. This option is fully vested.

Remarks:

	/s/ Lisan Hung, Attorney-in-Fact for Thurman John Rodgers	07/11/2023
	** 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).
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