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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)

1. Name and Address of Reporting Person^*

Third Point LLC

(Last)

(First)

(Middle)

390 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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)

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)

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)

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)

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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

rrd306613_345958.html




                                                                    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:     4/4/2012
Issuer and Ticker Symbol:                  Enphase Energy, Inc. [ENPH]
Relationship of the Issuer:                10% Owner; Director;
                                           Other(See Remarks)
Designated Filer:                          Daniel S. Loeb
Date Original Filed:                       4/5/2012

TABLE I INFORMATION

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      1,356,727
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (1) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:                              2,276,627
Ownership Form:                            (I)(5)
Nature of Indirect Beneficial Ownership:   See Footnote (5) on Form 4

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      1,065,071
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (2) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   3,341,698
Ownership Form:                            (I)(5)
Nature of Indirect Beneficial Ownership:   See Footnote (5) on Form 4

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      1,818,659
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (3) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   5,160,357
Ownership Form:                            (I)(5)
Nature of Indirect Beneficial Ownership:   See Footnote (5) on Form 4

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      757,357
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (3) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   5,917,714
Ownership Form:                            (I)(5)
Nature of Indirect Beneficial Ownership:   See Footnote (5) on Form 4

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      577,227
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (4) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:                              6,494,941
Ownership Form:                            (I)(5)
Nature of Indirect Beneficial Ownership:   See Footnote (5) on Form 4

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          P
Amount of Securities:                      432,473
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         $6.00
Amount of Securities Beneficially
Owned Following Reported
Transactions:                              6,927,414
Ownership Form:                            (I)(5)
Nature of Indirect Beneficial Ownership:   See Footnote (5) on Form 4

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          P
Amount of Securities:                      27,371
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         $6.00
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   6,954,785
Ownership Form:                            (I)(5)
Nature of Indirect Beneficial Ownership:   See Footnote (5) on Form 4

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          P
Amount of Securities:                      140,953
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         $6.00
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   7,095,738
Ownership Form:                            (I)(5)
Nature of Indirect Beneficial Ownership:   See Footnote (5) on Form 4

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          P
Amount of Securities:                      163,091
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         $6.00
Amount of Securities Beneficially
Owned Following Reported
Transactions:                              7,258,829
Ownership Form:                            (I)(5)
Nature of Indirect Beneficial Ownership:   See Footnote (5) on Form 4

TABLE II INFORMATION

Title of Derivative Security:              Series B
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (1) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           714,819
Date Exercisable:                          See Footnote (1) to the Form 4
Expiration Date:                           See Footnote (1) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           1,356,727
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            (I)(5)
Nature of Indirect Beneficial Ownership    See Footnote (5) on Form 4

Title of Derivative Security:              Series C
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (2) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           423,656
Date Exercisable:                          See Footnote (2) to the Form 4
Expiration Date:                           See Footnote (2) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           1,065,071
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            (I)(5)
Nature of Indirect Beneficial Ownership    See Footnote (5) on Form 4

Title of Derivative Security:              Series D
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (3) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           1,818,659
Date Exercisable:                          See Footnote (3) to the Form 4
Expiration Date:                           See Footnote (3) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           1,818,659
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            (I)(5)
Nature of Indirect Beneficial Ownership    See Footnote (5) on Form 4

Title of Derivative Security:              Series E
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (3) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           757,357
Date Exercisable:                          See Footnote (3) to the Form 4
Expiration Date:                           See Footnote (3) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           757,357
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            (I)(5)
Nature of Indirect Beneficial Ownership    See Footnote (5) on Form 4

Title of Derivative Security:              9% Junior Convertible Secured Notes
                                           due 2014
Conversion or Exercise Price:              See Footnote (4) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           $3,463,384.66
Date Exercisable:                          See Footnote (4) to the Form 4
Expiration Date:                           6/14/2014
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           577,227
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            (I)(5)
Nature of Indirect Beneficial Ownership    See Footnote (5) on Form 4

rrd306613_345959.html




                                                                    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:     4/4/2012
Issuer and Ticker Symbol:                  Enphase Energy, Inc. [ENPH]
Relationship of the Issuer:                10% Owner; Director;
                                           Other (See Remarks)
Designated Filer:                          Daniel S. Loeb
Date Original Filed:                       4/5/2012

TABLE I INFORMATION

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      969,436
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (1) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:                              969,436
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      705,056
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (2) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   1,674,492
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      1,185,150
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (3) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   2,859,642
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      510,740
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (3) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   3,370,383
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      389,266
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (4) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   3,759,648
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          P
Amount of Securities:                      432,473
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         $6.00
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   4,192,121
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

TABLE II INFORMATION

Title of Derivative Security:              Series B
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (1) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           510,767
Date Exercisable:                          See Footnote (1) to the Form 4
Expiration Date:                           See Footnote (1) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           969,436
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

Title of Derivative Security:              Series C
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (2) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           280,452
Date Exercisable:                          See Footnote (2) to the Form 4
Expiration Date:                           See Footnote (2) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           705,056
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

Title of Derivative Security:              Series D
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (3) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           1,185,150
Date Exercisable:                          See Footnote (3) to the Form 4
Expiration Date:                           See Footnote (3) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           1,185,150
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

Title of Derivative Security:              Series E
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (3) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           510,740
Date Exercisable:                          See Footnote (3) to the Form 4
Expiration Date:                           See Footnote (3) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           510,740
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

Title of Derivative Security:              9% Junior Convertible Secured Notes
                                           due 2014
Conversion or Exercise Price:              See Footnote (4) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           $2,335,604.72
Date Exercisable:                          See Footnote (4) to the Form 4
Expiration Date:                           6/14/2014
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           389,266
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

rrd306613_345960.html



                                                                    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:     4/4/2012
Issuer and Ticker Symbol:                  Enphase Energy, Inc. [ENPH]
Relationship of the Issuer:                10% Owner; Director;
                                           Other (See Remarks)
Designated Filer:                          Daniel S. Loeb
Date Original Filed:                       4/5/2012

TABLE I INFORMATION

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      147,116
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (1) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:                              147,116
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      30,565
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (2) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   177,681
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      169,384
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (3) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   347,065
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      89,631
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (3) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   436,696
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      50,436
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (4) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   487,132
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          P
Amount of Securities:                      27,371
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         $6.00
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   514,503
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

TABLE II INFORMATION

Title of Derivative Security:              Series B
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (1) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           77,511
Date Exercisable:                          See Footnote (1) to the Form 4
Expiration Date:                           See Footnote (1) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           147,116
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

Title of Derivative Security:              Series C
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (2) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           12,158
Date Exercisable:                          See Footnote (2) to the Form 4
Expiration Date:                           See Footnote (2) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           30,565
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

Title of Derivative Security:              Series D
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (3) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           169,384
Date Exercisable:                          See Footnote (3) to the Form 4
Expiration Date:                           See Footnote (3) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           169,384
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

Title of Derivative Security:              Series E
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (3) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           89,631
Date Exercisable:                          See Footnote (3) to the Form 4
Expiration Date:                           See Footnote (3) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           89,631
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

Title of Derivative Security:              9% Junior Convertible Secured Notes
                                           due 2014
Conversion or Exercise Price:              See Footnote (4) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           $302,622.79
Date Exercisable:                          See Footnote (4) to the Form 4
Expiration Date:                           6/14/2014
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           27,371
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

rrd306613_345961.html



                                                                    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:     4/4/2012
Issuer and Ticker Symbol:                  Enphase Energy, Inc. [ENPH]
Relationship of the Issuer:                10% Owner; Director;
                                           Other (See Remarks)
Designated Filer:                          Daniel S. Loeb
Date Original Filed:                       4/5/2012

TABLE I INFORMATION

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      117,162
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (1) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:                              117,162
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      195,333
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (2) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   312,495
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      324,167
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (3) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   636,662
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      86,065
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (3) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   722,727
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      83,472
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (4) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   806,199
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          P
Amount of Securities:                      140,953
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         $6.00
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   947,152
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

TABLE II INFORMATION

Title of Derivative Security:              Series B
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (1) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           61,729
Date Exercisable:                          See Footnote (1) to the Form 4
Expiration Date:                           See Footnote (1) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           117,162
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

Title of Derivative Security:              Series C
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (2) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           77,698
Date Exercisable:                          See Footnote (2) to the Form 4
Expiration Date:                           See Footnote (2) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           195,333
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

Title of Derivative Security:              Series D
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (3) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           324,167
Date Exercisable:                          See Footnote (3) to the Form 4
Expiration Date:                           See Footnote (3) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           324,167
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

Title of Derivative Security:              Series E
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (3) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           86,065
Date Exercisable:                          See Footnote (3) to the Form 4
Expiration Date:                           See Footnote (3) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           86,065
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

Title of Derivative Security:              9% Junior Convertible Secured Notes
                                           due 2014
Conversion or Exercise Price:              See Footnote (4) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           $500,834.92
Date Exercisable:                          See Footnote (4) to the Form 4
Expiration Date:                           6/14/2014
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           83,472
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

rrd306613_345962.html




                                                                    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:     4/4/2012
Issuer and Ticker Symbol:                  Enphase Energy, Inc. [ENPH]
Relationship of the Issuer:                10% Owner; Director;
                                           Other (See Remarks)
Designated Filer:                          Daniel S. Loeb
Date Original Filed:                       4/5/2012

TABLE I INFORMATION

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      123,013
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (1) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:                              123,013
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      134,117
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (2) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   257,130
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      139,958
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (3) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   397,088
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      70,921
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (3) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   468,009
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          C
Amount of Securities:                      54,053
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         See Footnote (4) on Form 4
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   522,062
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

Title of Security:                         Common Stock, $0.00001 par value
Transaction Date:                          4/4/2012
Transaction Code:                          P
Amount of Securities:                      163,091
Securities Acquired (A) or                 A
Disposed of (D):
Price of Security:                         $6.00
Amount of Securities Beneficially
Owned Following Reported
Transactions:				   685,153
Ownership Form:                            D
Nature of Indirect Beneficial Ownership:

TABLE II INFORMATION

Title of Derivative Security:              Series B
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (1) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           64,812
Date Exercisable:                          See Footnote (1) to the Form 4
Expiration Date:                           See Footnote (1) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           123,013
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

Title of Derivative Security:              Series C
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (2) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           53,348
Date Exercisable:                          See Footnote (2) to the Form 4
Expiration Date:                           See Footnote (2) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           134,117
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

Title of Derivative Security:              Series D
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (3) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           139,958
Date Exercisable:                          See Footnote (3) to the Form 4
Expiration Date:                           See Footnote (3) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           139,958
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

Title of Derivative Security:              Series E
                                           Convertible Preferred Stock
Conversion or Exercise Price:              See Footnote (3) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           70,921
Date Exercisable:                          See Footnote (3) to the Form 4
Expiration Date:                           See Footnote (3) to the Form 4
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           70,921
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership

Title of Derivative Security:              9% Junior Convertible Secured Notes
                                           due 2014
Conversion or Exercise Price:              See Footnote (4) to the Form 4
Transaction Date:                          4/4/2012
Transaction Code:                          C
Securities Acquired (A) or                 D
Disposed of (D):
Amount of Derivative Securities:           $324,322.23
Date Exercisable:                          See Footnote (4) to the Form 4
Expiration Date:                           6/14/2014
Title of Underlying Securities:            Common Stock
Amount of Underlying Securities:           54,053
Price of Derivative Security:              $0
Amount of Derivative Securities            0
Beneficially Owned Following Reported
Transactions:
Ownership Form:                            D
Nature of Indirect Beneficial Ownership