Enphase Energy (ENPH) Form 4 Enphase Energy / STEVEN J GOMO 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^*

GOMO STEVEN 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)
04/12/2024

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	04/12/2024		G(1)		138,360	D	$0	413	D
Common Stock	04/12/2024		G(1)		138,360	A	$0	138,360	I	By Trust(2)
Common Stock	04/25/2024		S(3)		10,000	D	$103.37(4)	128,360	I	By Trust(2)
Common Stock	04/25/2024		S(3)		5,502	D	$105.44(5)	122,858	I	By Trust(2)
Common Stock	04/25/2024		S(3)		3,610	D	$106.6(6)	119,248	I	By Trust(2)
Common Stock	04/25/2024		S(3)		888	D	$107.07(7)	118,360	I	By Trust(2)
Common Stock	04/26/2024		S(3)		24,669	D	$110.0673(8)	93,691	I	By Trust(2)
Common Stock	04/26/2024		S(3)		331	D	$110.8246(9)	93,360	I	By 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

Explanation of Responses:

1. Represents transfer into the Steve and Chris Gomo Trust (the Trust).

2. These shares are held directly by the Trust for which the Reporting Person serves as a trustee.

3. Sales reflected in this report were made by the Reporting Person primarily to satisfy tax obligations related to his exercise of stock options, which were set to expire in May 2024 with an exercise price of $0.70. The Reporting Person had exercised options on October 31, 2023 and April 4, 2024 for an aggregate of 95,668 shares of the Issuers common stock.

4. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $103.02 to $103.60. The reporting person has provided to the issuer, and undertakes to provide to the staff of the Commission or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

5. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $105.00 to $105.97. The reporting person has provided to the issuer, and undertakes to provide to the staff of the Commission or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

6. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $106.02 to $106.91. The reporting person has provided to the issuer, and undertakes to provide to the staff of the Commission or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

7. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $107.02 to $107.17. The reporting person has provided to the issuer, and undertakes to provide to the staff of the Commission or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

8. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $109.62 to $110.52. The reporting person has provided to the issuer, and undertakes to provide to the staff of the Commission or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

9. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $110.71 to $111.03. The reporting person has provided to the issuer, and undertakes to provide to the staff of the Commission or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

Remarks:

	/s/ Lisan Hung, Attorney-in-Fact for Steven Gomo	04/26/2024
	** 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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