SEC Form 4 · accession 0001463101-17-000071
Enphase Energy, Inc. · ENPH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul B Nahi
Officer — President and CEO · Director
Period of report
May 1, 2017
Accepted (ET)
May 24, 2017 · 4:16 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 | May 1, 2017 | A | 50,959 | — | A | 561,881 | D | |
| Restricted Stock UnitsF1,F3 | May 1, 2017 | A | 28,000 | — | A | 589,881 | D | |
| Restricted Stock UnitsF1,F4 | May 1, 2017 | A | 27,999 | — | A | 617,880 | D | |
| Common StockF5 | holding | — | — | — | 55,066 | I | Held in Trust | |
| Common StockF6 | holding | — | — | — | 501,822 | I | Held in Trust |
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,F7 | $7.50 | May 1, 2017 | D | 100,000 | D | — | May 1, 2020 | Common Stock | 100,000 | 0 | D |
| Stock Option (Right to Buy)F3,F8 | $8.43 | May 1, 2017 | D | 182,000 | D | — | May 10, 2022 | Common Stock | 182,000 | 0 | D |
| Stock Option (Right to Buy)F4,F9 | $9.05 | May 1, 2017 | D | 100,000 | D | — | Jun 16, 2022 | Common Stock | 100,000 | 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.
- F2On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on May 11, 2012. In exchange for the option, the reporting person received 50,959 shares of RSUs.
- F3On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on May 2, 2013. In exchange for the option, the reporting person received 28,000 shares of RSUs.
- F4On May 1, 2017, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on June 17, 2015. In exchange for the option, the reporting person received 27,999 shares of RSUs.
- F5The shares are held in trust for Mr. Nahi's children. Mr. Nahi disclaims beneficial ownership of the shares.
- F6Reflects shares transferred on August 4, 2016 to the Nahi Family Revocable Living Trust.
- F7The canceled option provided vesting in 48 equal successive installments over a four-year period commencing April 10, 2013.
- F8The canceled option provided vesting in 48 equal successive installments over a four-year period commencing May 11, 2012.
- F9The canceled option provided vesting in 48 equal successive installments over a four-year period commencing June 1, 2015.