SEC FORM 3

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^*

Kortlang Benjamin John

(Last)

(First)

(Middle)

2750 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/29/2012

3. Issuer Name and Ticker or Trading Symbol
Enphase Energy, Inc. [ ENPH ]

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

X	Director	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)

X	Form filed by One Reporting Person
	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)
Common Stock	158⁽¹⁾	D
Common Stock	230,794⁽¹⁾	I	See Footnote⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series E Convertible Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	1,929,944⁽¹⁾	⁽³⁾⁽⁵⁾	I	See Footnote⁽²⁾
Series E Convertible Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	1,324⁽¹⁾	⁽³⁾⁽⁶⁾	D
Convertible Promissory Notes	⁽³⁾	⁽⁴⁾	Common Stock	$10,106,903.75	⁽⁷⁾	I	See Footnote⁽²⁾
Convertible Promissory Notes	⁽³⁾	⁽⁴⁾	Common Stock	$6,933.72	⁽⁸⁾	D

Explanation of Responses:

1. Reflects a 1-for-9.08 reverse stock split of the Company's issued and outstanding securities effective March 23, 2012.

2. The shares and notes are directly held by KPCB Green Grown Fund, LLC ("GGF Fund"). The managing member for GGF Fund is KPCB GGF Associates, LLC ("GGF Associates"). The voting and dispositive control over the shares is shared by individual managing directors of GGF Associates, none of whom has veto power. Excludes 11,306 shares of Common Stock, 94,543 shares of Series E Convertible Preferred Stock and $495,114.24 of principal and accrued interest due on the Convertible Promissory Notes in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.

3. Immediately convertible into shares of the Issuer's common stock.

4. The shares have no expiration date.

5. The shares will automatically convert into 1,929,944 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering.

6. The shares will automatically convert into 1,324 shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering.

7. Principal and accrued interest (9% per annum) of $10,106,903.75, shall automatically convert into shares of common stock at the lesser of (a) $8.8984/share or (b) the IPO price upon the closing of the Issuer's initial public offering.

8. Principal and accrued interest (9% per annum) of $6,933.72, shall automatically convert into shares of common stock at the lesser of (a) $8.8984/share or (b) the IPO price upon the closing of the Issuer's initial public offering.

Remarks:

The reporting person disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that he is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

	/s/ Susan Biglieri by power of attorney for Benjamin Kortlang	03/29/2012
	** 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 5 (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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