SEC Form 4 · accession 0001463101-17-000070
Enphase Energy, Inc. · ENPH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Humberto Garcia
Officer — VP and CFO
Period of report
May 1, 2017
Accepted (ET)
May 24, 2017 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001463101
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2,F3 | May 1, 2017 | A | 528 | — | A | 63,100 | D | |
| Restricted Stock UnitsF1,F4 | May 1, 2017 | A | 3,083 | — | A | 66,183 | D | |
| Restricted Stock UnitsF1,F5 | May 1, 2017 | A | 528 | — | A | 66,711 | D | |
| Restricted Stock UnitsF1,F6 | May 1, 2017 | A | 1,082 | — | A | 67,793 | D | |
| Restricted Stock UnitsF1,F7 | May 1, 2017 | A | 3,584 | — | A | 71,377 | D | |
| Restricted Stock UnitsF1,F8 | May 1, 2017 | A | 5,599 | — | A | 76,976 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2,F9 | $4.086 | May 1, 2017 | D | 1,320 | D | — | May 4, 2021 | Common Stock | 1,320 | 0 | D |
| Stock Option (Right to Buy)F4,F10 | $9.534 | May 1, 2017 | D | 11,013 | D | — | Aug 22, 2021 | Common Stock | 11,013 | 0 | D |
| Stock Option (Right to Buy)F5,F11 | $11.00 | May 1, 2017 | D | 1,887 | D | — | Mar 11, 2022 | Common Stock | 1,887 | 0 | D |
| Stock Option (Right to Buy)F6,F12 | $6.90 | May 1, 2017 | D | 3,609 | D | — | May 30, 2022 | Common Stock | 3,609 | 0 | D |
| Stock Option (Right to Buy)F7,F13 | $7.68 | May 1, 2017 | D | 12,804 | D | — | Jun 30, 2020 | Common Stock | 12,804 | 0 | D |
| Stock Option (Right to Buy)F8,F14 | $9.69 | May 1, 2017 | D | 20,000 | D | — | Jul 13, 2021 | Common Stock | 20,000 | 0 | D |
Explanation of responses
- F1The restricted stock units ("RSUs") will vest as follows: Any vested portion of the canceled option is subject to a new one-year cliff vesting date with 100% of such portion of the RSU vesting on May 15, 2018. Any portion of a new RSU issued in exchange for the unvested portion of the canceled option will continue to vest over the remainder of the original vesting period of the unvested portion of the option; however, the new RSU will vest and shares will be issued on a quarterly vesting schedule with fixed vesting dates occurring on February 15, May 15, August 15 and November 15 each year. The first new RSU Vesting Date for the portion of the new RSU issued in exchange for the unvested portion of a canceled option will be August 15, 2017.
- F10The canceled option provided vesting in variable installments over a four-year period commencing February 4, 2012.
- F11The canceled option provided vesting in 48 equal successive installments over a four-year period commencing April 12, 2012.
- F12The canceled option provided vesting in 48 equal successive installments over a four-year period commencing June 30, 2012.
- F13The canceled option provided vesting in 48 equal successive installments over a four-year period commencing May 10, 2013.
- F14The canceled option provided vesting in 48 equal successive installments over a four-year period commencing January 1, 2015.
- F2On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on May 5, 2011. In exchange for the option, the reporting person received 528 shares of RSUs.
- F3This total corrects the total aggregate number of shares following the transaction previously reported by the reporting person on May 17, 2017.
- F4On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on August 23, 2011. In exchange for the option, the reporting person received 3,083 shares of RSUs.
- F5On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on March 12, 2012. In exchange for the option, the reporting person received 528 shares of RSUs.
- F6On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on May 31, 2012. In exchange for the option, the reporting person received 1,082 shares of RSUs.
- F7On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on July 1, 2013. In exchange for the option, the reporting person received 3,584 shares of RSUs.
- F8On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on July 14, 2014. In exchange for the option, the reporting person received 5,599 shares of RSUs.
- F9The canceled option provided vesting in variable installments over a four-year period commencing January 21, 2012.