X0306 4 2015-02-25 0 0001463101 Enphase Energy, Inc. ENPH 0001015934 DEMPSEY NEAL 2180 SAND HILL ROAD SUITE 345 MENLO PARK CA 94025 1 0 0 0 Common Stock 2015-02-25 4 J 0 298500 0.00 D 818219 I See footnote 2 Common Stock 2015-02-25 4 J 0 1500 0.00 D 4277 I See footnote 3 Common Stock 2015-02-25 4 J 0 6404 0.00 A 16486 D Represents a pro-rata, in-kind distribution by the partnership, without additional consideration, to its partners. Shares are held directly by Bay Partners XI, L.P. ("Bay XI"). Bay Management Company XI, LLC ("Bay Management XI"), the general partner of Bay XI, and Neal Dempsey ("Dempsey") and Stuart G. Phillips ("Phillips"), the managing members of Bay Management XI, may be deemed to share voting and dispositive power over the shares held by Bay XI. Such persons and entities disclaim beneficial ownership of shares held by Bay XI except to the extent of any pecuniary interest therein. Shares are held directly by Bay Partners XI Parallel Fund, L.P. ("Bay XI Parallel"). Bay Management XI, the general partner of Bay XI Parallel, and Dempsey and Phillips, the managing members of Bay Management XI, may be deemed to share voting and dispositive power over the shares held by Bay XI Parallel. Such persons and entities disclaim beneficial ownership of shares held by Bay XI Parallel except to the extent of any pecuniary interest therein. Shares received and held directly by Dempsey as part of a pro-rata distribution, not for additional consideration, by Bay Management XI to its members. /s/ Neal Dempsey 2015-02-26