0001144204-14-051941.txt : 20140821 0001144204-14-051941.hdr.sgml : 20140821 20140821170127 ACCESSION NUMBER: 0001144204-14-051941 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20140819 FILED AS OF DATE: 20140821 DATE AS OF CHANGE: 20140821 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Enphase Energy, Inc. CENTRAL INDEX KEY: 0001463101 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 204645388 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1420 NORTH MCDOWELL BLVD. CITY: PETALUMA STATE: CA ZIP: 94954 BUSINESS PHONE: (707) 763-4784 MAIL ADDRESS: STREET 1: 1420 NORTH MCDOWELL BLVD. CITY: PETALUMA STATE: CA ZIP: 94954 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Third Point Ultra Master Fund L.P. CENTRAL INDEX KEY: 0001546187 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35480 FILM NUMBER: 141058281 BUSINESS ADDRESS: STREET 1: INTERNATIONAL FUND SERVICES IRELAND LTD. STREET 2: 78 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 212-715-3880 MAIL ADDRESS: STREET 1: INTERNATIONAL FUND SERVICES IRELAND LTD. STREET 2: 78 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN STATE: L2 ZIP: 2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THIRD POINT PARTNERS QUALIFIED L P CENTRAL INDEX KEY: 0001341499 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35480 FILM NUMBER: 141058282 BUSINESS ADDRESS: STREET 1: 390 PARK AVE 18TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-407-6280 MAIL ADDRESS: STREET 1: 390 PARK AVE 18TH FL CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Third Point Offshore Master Fund, L.P. CENTRAL INDEX KEY: 0001453151 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35480 FILM NUMBER: 141058284 BUSINESS ADDRESS: STREET 1: C/O WALKERS SPV LIMITED, WALKER HOUSE STREET 2: 87 MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9002 BUSINESS PHONE: 212-224-7400 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Third Point LLC CENTRAL INDEX KEY: 0001040273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35480 FILM NUMBER: 141058285 BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 390 PARK AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Loeb Daniel S CENTRAL INDEX KEY: 0001300345 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35480 FILM NUMBER: 141058286 MAIL ADDRESS: STREET 1: THIRD POINT MANAGEMENT COMPANY L.L.C. STREET 2: 360 MADISON AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THIRD POINT PARTNERS LP CENTRAL INDEX KEY: 0001403112 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35480 FILM NUMBER: 141058283 BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE STREET 2: 18TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-7400 MAIL ADDRESS: STREET 1: 390 PARK AVENUE STREET 2: 18TH FL CITY: NEW YORK STATE: NY ZIP: 10022 4 1 v387510_4.xml OWNERSHIP DOCUMENT X0306 4 2014-08-19 0 0001463101 Enphase Energy, Inc. ENPH 0001300345 Loeb Daniel S C/O THIRD POINT LLC 390 PARK AVENUE NEW YORK NY 10022 1 0 1 0 0001040273 Third Point LLC 390 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001453151 Third Point Offshore Master Fund, L.P. C/O THIRD POINT LLC 390 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001403112 THIRD POINT PARTNERS LP C/O THIRD POINT LLC 390 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001341499 THIRD POINT PARTNERS QUALIFIED L P C/O THIRD POINT LLC 390 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001546187 Third Point Ultra Master Fund L.P. C/O THIRD POINT LLC 390 PARK AVENUE NEW YORK NY 10022 0 0 1 0 Common Stock, $0.00001 par value 2014-08-19 4 S 0 1200000 10.269 D 6248987 I See Footnote Common Stock, $0.00001 par value 2014-08-19 4 S 0 81360 10.269 D 423684 D On August 14, 2014, the Issuer entered into an underwriting agreement (the "Underwriting Agreement") with Needham & Company, LLC as representative of the several underwriters named therein (collectively, the "Underwriters"), and certain stockholders of the Issuer named therein, in connection with a registered underwritten public offering of the Issuer's common stock. Subject to the terms and conditions of the Underwriting Agreement, on August 19, 2014, the Reporting Persons sold to the Underwriters, and the Underwriters purchased from the Reporting Persons, an aggregate of 1,281,360 shares of Common Stock. The price represents the public offering price of $10.50 per share, net underwriting discounts of $0.4731 per share. Third Point acts as the investment manager of certain funds and managed accounts (the "Funds"), including Third Point Offshore Master Fund L.P. ("Offshore Master"), Third Point Partners L.P. ("Partners"), Third Point Partners Qualified L.P. ("Qualified"), and Ultra. Third Point, as investment manager of the Funds, and Daniel S. Loeb, as Chief Executive Officer of Third Point, each may be deemed to beneficially own the shares of Common Stock held by the Funds. (continued in footnote 4) (continued from footnote 3) Each of Third Point and Mr. Loeb disclaims beneficial ownership of any securities reported herein except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that Third Point or Mr. Loeb is the beneficial owner of or has any pecuniary interest in such securities for purposes of Section 16 of the Securities Exchange Act, as amended (the "Act") and the rules promulgated thereunder or for any other purpose. Each of Partners, Qualified, Offshore Master and Ultra hereby disclaims beneficial ownership of any securities reported herein other than those that it directly holds, for purposes of Section 16 of the Act and the rules promulgated thereunder or for any other purpose. The Power of Attorney granted by Daniel S. Loeb in favor of James P. Gallagher, William Song and Joshua L. Targoff, dated February 9, 2011, was previously filed with the SEC on February 11, 2011 as an exhibit to Amendment No. 99.2 to Schedule 13G filed by Third Point LLC and Daniel S. Loeb with respect to Citadel Broadcasting Corporation and is incorporated herein by reference. Exhibit List: 99.1 Joint Filer Information for Third Point LLC; 99.2 Joint Filer Information for Third Point Offshore Master Fund L.P.; 99.3 Joint Filer Information for Third Point Partners L.P.; 99.4 Joint Filer Information for Third Point Partners Qualified L.P.; 99.5 Joint Filer Information for Third Point Ultra Master Fund L.P. /s/ William Song, as Attorney-in-Fact for Daniel S. Loeb 2014-08-21 /s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point LLC 2014-08-21 /s/ William Song, as Attorney-in-Fact for Daniel. S. Loeb, authorized person of the general partner of Third Point Offshore Master Fund L.P. 2014-08-21 /s/ William Song, as Attorney-in-Fact for Daniel. S. Loeb, authorized person of the general partner of Third Point Partners L.P. 2014-08-21 /s/ William Song, as Attorney-in-Fact for Daniel. S. Loeb, authorized person of the general partner of Third Point Partners Qualified L.P. 2014-08-21 /s/ William Song, as Attorney-in-Fact for Daniel. S. Loeb, authorized person of the general partner of Third Point Ultra Master Fund L.P. 2014-08-21 EX-99.1 2 v387510_ex99-1.htm EX-99.1

Exhibit 99.1

Attachment to Form 4

JOINT FILER INFORMATION

Name and Address:	Third Point LLC
	390 Park Avenue
	New York, NY 10022

Date of Earliest Reported Transaction:	08/19/2014
Issuer and Ticker Symbol:	Enphase Energy, Inc. [ENPH]
Relationship of the Issuer:	10% Owner; Director; Other
Designated Filer:	Daniel S. Loeb

TABLE I INFORMATION

Title of Security:	Common Stock, $0.00001 par value
Transaction Date:	08/19/2014
Transaction Code:	S (1)
Amount of Securities:	1,200,000
Securities Acquired (A) or Disposed of (D):	D (1)
Price of Security:	$10.269 See Footnote (2) on Form 4
Amount of Securities Beneficially Owned Following Reported Transactions:	6,248,987
Ownership Form:	I
Nature of Indirect Beneficial Ownership:	See Footnote (3) (4) on Form 4

EX-99.2 3 v387510_ex99-2.htm EX-99.2

Exhibit 99.2

Attachment to Form 4

JOINT FILER INFORMATION

Name and Address:	Third Point Offshore Master Fund L.P.
	c/o Third Point LLC
	390 Park Avenue
	New York, NY 10022

Date of Earliest Reported Transaction:	08/19/2014
Issuer and Ticker Symbol:	Enphase Energy, Inc. [ENPH]
Relationship of the Issuer:	10% Owner; Director; Other
Designated Filer:	Daniel S. Loeb

TABLE I INFORMATION

Title of Security:	Common Stock, $0.00001 par value
Transaction Date:	08/19/2014
Transaction Code:	S (1)
Amount of Securities:	693,714
Securities Acquired (A) or Disposed of (D):	D (1)
Price of Security:	$10.269 See Footnote (2) on Form 4
Amount of Securities Beneficially Owned Following Reported Transactions:	3,498,451
Ownership Form:	D
Nature of Indirect Beneficial Ownership:	See Footnote (3) (4) on Form 4

EX-99.3 4 v387510_ex99-3.htm EX-99.3

Exhibit 99.3

Attachment to Form 4

JOINT FILER INFORMATION

Name and Address:	Third Point Partners L.P.
	c/o Third Point LLC
	390 Park Avenue
	New York, NY 10022

Date of Earliest Reported Transaction:	08/19/2014
Issuer and Ticker Symbol:	Enphase Energy, Inc. [ENPH]
Relationship of the Issuer:	10% Owner; Director; Other
Designated Filer:	Daniel S. Loeb

TABLE I INFORMATION

Title of Security:	Common Stock, $0.00001 par value
Transaction Date:	08/19/2014
Transaction Code:	S (1)
Amount of Securities:	85,140
Securities Acquired (A) or Disposed of (D):	D (1)
Price of Security:	$10.269 See Footnote (2) on Form 4
Amount of Securities Beneficially Owned Following Reported Transactions:	429,368
Ownership Form:	D
Nature of Indirect Beneficial Ownership:	See Footnote (3) (4) on Form 4

EX-99.4 5 v387510_ex99-4.htm EX-99.4

Exhibit 99.4

Attachment to Form 4

JOINT FILER INFORMATION

Name and Address:	Third Point Partners Qualified L.P.
	c/o Third Point LLC
	390 Park Avenue
	New York, NY 10022

Date of Earliest Reported Transaction:	08/19/2014
Issuer and Ticker Symbol:	Enphase Energy, Inc. [ENPH]
Relationship of the Issuer:	10% Owner; Director; Other
Designated Filer:	Daniel S. Loeb

TABLE I INFORMATION

Title of Security:	Common Stock, $0.00001 par value
Transaction Date:	08/19/2014
Transaction Code:	S (1)
Amount of Securities:	156,734
Securities Acquired (A) or Disposed of (D):	D (1)
Price of Security:	$10.269 See Footnote (2) on Form 4
Amount of Securities Beneficially Owned Following Reported Transactions:	790,422
Ownership Form:	D
Nature of Indirect Beneficial Ownership:	See Footnote (3) (4) on Form 4

EX-99.5 6 v387510_ex99-5.htm EX-99.5

Exhibit 99.5

Attachment to Form 4

JOINT FILER INFORMATION

Name and Address:	Third Point Ultra Master Fund L.P.
	c/o Third Point LLC
	390 Park Avenue
	New York, NY 10022

Date of Earliest Reported Transaction:	08/19/2014
Issuer and Ticker Symbol:	Enphase Energy, Inc. [ENPH]
Relationship of the Issuer:	10% Owner; Director; Other
Designated Filer:	Daniel S. Loeb

TABLE I INFORMATION

Title of Security:	Common Stock, $0.00001 par value
Transaction Date:	08/19/2014
Transaction Code:	S (1)
Amount of Securities:	144,837
Securities Acquired (A) or Disposed of (D):	D (1)
Price of Security:	$10.269 See Footnote (2) on Form 4
Amount of Securities Beneficially Owned Following Reported Transactions:	730,421
Ownership Form:	D
Nature of Indirect Beneficial Ownership:	See Footnote (3) (4) on Form 4