Matthew D. Howard Form 3 SolarEdge / Jeffrey Crowe ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Norwest Venture Partners XI, LP

(Last) (First) (Middle)

525 UNIVERSITY AVENUE

SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/25/2015

3. Issuer Name and Ticker or Trading Symbol
SolarEdge Technologies Inc [ SEDG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	2,887,252	(1)	I	See Footnote(2)
Series D-1 Convertible Preferred Stock	(3)	(3)	Common Stock	93,985	(3)	I	See Footnote(2)
Series D-2 Convertible Preferred Stock	(4)	(4)	Common Stock	112,782	(4)	I	See Footnote(2)
Series D-3 Convertible Preferred Stock	(5)	(5)	Common Stock	188,486	(5)	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Norwest Venture Partners XI, LP

(Last) (First) (Middle)

525 UNIVERSITY AVENUE

SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HAQUE PROMOD

(Last) (First) (Middle)

525 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Howard Matthew D.

(Last) (First) (Middle)

525 UNIVERSITY AVENUE

SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crowe Jeffrey

(Last) (First) (Middle)

525 UNIVERSITY AVENUE

SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

Explanation of Responses:

1. Each three (3) shares of the issuer's Series D Convertible Preferred Stock will convert into one (1) share of the issuer's Common Stock immediately prior to the closing of the issuer's initial public offering meeting certain criteria ("IPO") and has no expiration date.

2. Consists of shares held by Norwest Venture Partners XI, LP, or NVP XI. Genesis VC Partners XI, LLC, or Genesis XI, is the general partner of NVP XI and may be deemed to have sole voting and dispositive power over the shares held by NVP XI. Jeffrey Crowe, Promod Haque and Mathew Howard, as co-chief executive officers of the managing member of Genesis XI, may be deemed to share voting and dispositive power over the shares held by NVP XI. Such persons and entities disclaim beneficial ownership of shares held by NVP XI, except to the extent of any proportionate pecuniary interest therein.

3. Each three (3) shares of issuer's Series D-1 Convertible Stock will convert into one (1) share of the issuer's Common Stock immediately prior to the closing of the isuer's IPO and has no expiration date.

4. Each three (3) shares of issuer's Series D-2 Convertible Stock will convert into one (1) share of the issuer's Common Stock immediately prior to the closing of the isuer's IPO and has no expiration date.

5. Each three (3) shares of issuer's Series D-3 Convertible Stock will convert into one (1) share of the issuer's Common Stock immediately prior to the closing of the isuer's IPO and has no expiration date.

Remarks:

/s/ Kurt Betcher, Chief Financial Officer

	/s/ Kurt Betcher, Chief Financial Officer	03/25/2015
	** Signature of Reporting Person	Date
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