SEC FORM 4/A

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^*

Loeb Daniel S

(Last)

(First)

(Middle)

C/O THIRD POINT LLC

390 PARK AVENUE

(Street)

NEW YORK

10022

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

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/05/2012

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.00001 par value	04/04/2012		C		157,758	A	⁽¹⁾	157,758	D
Common Stock, $0.00001 par value	04/04/2012		C		126,721	A	⁽²⁾	284,479	D
Common Stock, $0.00001 par value	04/04/2012		C		117,161	A	⁽³⁾	401,640	D
Common Stock, $0.00001 par value	04/04/2012		C		71,734	A	⁽³⁾	473,374	D
Common Stock, $0.00001 par value	04/04/2012		C		31,663	A	⁽⁴⁾	505,037	D
Common Stock, $0.00001 par value	04/04/2012		C		1,356,727	A	⁽¹⁾	2,276,627	I⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock, $0.00001 par value	04/04/2012		C		1,065,071	A	⁽²⁾	3,341,698	I⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock, $0.00001 par value	04/04/2012		C		1,818,659	A	⁽³⁾	5,160,357	I⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock, $0.00001 par value	04/04/2012		C		757,357	A	⁽³⁾	5,917,714	I⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock, $0.00001 par value	04/04/2012		C		577,227	A	⁽⁴⁾	6,494,941	I⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock, $0.00001 par value	04/04/2012		P		432,473	A	$6	6,927,414	I⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock, $0.00001 par value	04/04/2012		P		27,371	A	$6	6,954,785	I⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock, $0.00001 par value	04/04/2012		P		140,953	A	$6	7,095,738	I⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock, $0.00001 par value	04/04/2012		P		163,091	A	$6	7,258,829	I⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁵⁾⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽¹⁾	04/04/2012		C			83,118	⁽¹⁾	⁽¹⁾	Common Stock	157,758	$0	0	D
Series C Convertible Preferred Stock	⁽²⁾	04/04/2012		C			50,406	⁽²⁾	⁽²⁾	Common Stock	126,721	$0	0	D
Series D Convertible Preferred Stock	⁽³⁾	04/04/2012		C			117,161	⁽³⁾	⁽³⁾	Common Stock	117,161	$0	0	D
Series E Convertible Preferred Stock	⁽³⁾	04/04/2012		C			71,734	⁽³⁾	⁽³⁾	Common Stock	71,734	$0	0	D
9% Junior Convertible Secured Notes due 2014	⁽⁴⁾	04/04/2012		C			$189,982.33	⁽⁴⁾	06/14/2014	Common Stock	31,663	$0	0	D
Series B Convertible Preferred Stock	⁽¹⁾	04/04/2012		C			714,819	⁽¹⁾	⁽¹⁾	Common Stock	1,356,727	$0	0	I⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁵⁾⁽⁶⁾
Series C Convertible Preferred Stock	⁽²⁾	04/04/2012		C			423,656	⁽²⁾	⁽²⁾	Common Stock	1,065,071	$0	0	I⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁵⁾⁽⁶⁾
Series D Convertible Preferred Stock	⁽³⁾	04/04/2012		C			1,818,659	⁽³⁾	⁽³⁾	Common Stock	1,818,659	$0	0	I⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁵⁾⁽⁶⁾
Series E Convertible Preferred Stock	⁽³⁾	04/04/2012		C			757,357	⁽³⁾	⁽³⁾	Common Stock	757,357	$0	0	I⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁵⁾⁽⁶⁾
9% Junior Convertible Secured Notes due 2014	⁽⁴⁾	04/04/2012		C			$3,463,384.66	⁽⁴⁾	06/14/2014	Common Stock	577,227	$0	0	I⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

Loeb Daniel S

(Last)

(First)

(Middle)

C/O THIRD POINT LLC

390 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Third Point LLC

(Last)

(First)

(Middle)

390 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Third Point Offshore Master Fund, L.P.

(Last)

(First)

(Middle)

C/O THIRD POINT LLC

390 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

THIRD POINT PARTNERS LP

(Last)

(First)

(Middle)

C/O THIRD POINT LLC

390 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

THIRD POINT PARTNERS QUALIFIED L P

(Last)

(First)

(Middle)

C/O THIRD POINT LLC

390 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Third Point Ultra Master Fund L.P.

(Last)

(First)

(Middle)

C/O THIRD POINT LLC

390 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The Series B Convertible Preferred Stock converted into shares of common stock of the Issuer ("Common Stock") in a ratio of 1:1.898 upon the closing of the initial public offering of the Issuer and had no expiration date.

2. The Series C Convertible Preferred Stock converted into shares of Common Stock in a ratio of 1:2.514 upon the closing of the initial public offering of the Issuer and had no expiration date.

3. The Series D Convertible Preferred Stock and the Series E Convertible Preferred Stock converted into shares of Common Stock in a ratio of 1:1 upon the closing of the initial public offering of the Issuer and had no expiration date.

4. The principal amount of the 9% Junior Convertible Secured Notes due 2014, plus interest accrued at 9% per annum, converted into shares of Common Stock at $6.00 per share upon the closing of the initial public offering of the Issuer and had a June 14, 2014 expiration date.

5. Third Point LLC ("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 Third Point Ultra Master Fund L.P. ("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 into which the securities held by the Funds have converted. (continued in footnote 6)

6. (continued from footnote 5) 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.

Remarks:

* Member of 13(d) group owning more than 10%. Robert Schwartz, who serves as a member of the board of the directors of the Issuer, is a managing partner of Third Point Ventures, an affiliate of Third Point. Mr. Schwartz may be deemed to be a member of a Section 13(d) "group" with Third Point, Mr. Loeb and the Funds. As a result of Mr. Schwartz's appointment to the board of directors of the Issuer by Third Point pursuant to its exercise of a contractual right, Third Point may be considered a director by deputization. Mr. Schwartz has filed a separate Form 3 disclosing his personal holdings of securities of the Issuer. 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	04/10/2012
	/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point LLC	04/10/2012
	/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.	04/10/2012
	/s/ William Song, as Attorney-in-Fact for Daniel. S. Loeb, authorized person of the general partner of Third Point Partners L.P.	04/10/2012
	/s/ William Song, as Attorney-in-Fact for Daniel. S. Loeb, authorized person of the general partner of Third Point Partners Qualified L.P.	04/10/2012
	/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.	04/10/2012
	** Signature of Reporting Person	Date
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