Thurman J. Rodgers - Jul 28, 2023 Form 4 Insider Report for Enphase Energy, Inc. (ENPH)

Role
Director
Signature
/s/ Lisan Hung, Attorney-in-Fact for Thurman John Rodgers
Stock symbol
ENPH
Transactions as of
Jul 28, 2023
Transactions value $
$0
Form type
4
Date filed
7/31/2023, 06:25 PM
Previous filing
Jul 20, 2023
Next filing
Sep 18, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ENPH Common Stock Conversion of derivative security $0 +900K +59.56% $0.00 2.41M Jul 28, 2023 By Trust F1, F2, F3, F4
holding ENPH Common Stock 1.53K Jul 28, 2023 Direct
holding ENPH Common Stock 60.8K Jul 28, 2023 By Charitable Trust F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ENPH 4% Convertible Senior Notes due 2023 Conversion of derivative security $0 -5M -100% $0.00* 0 Jul 28, 2023 Common Stock 900K By Trust F1, F2, F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares are issuable to the Trust as a result of the conversion of the Convertible Notes on 7/28/2023; however, pursuant to a letter agreement entered into with the Trust, such shares will not be issued by the Issuer to the Trust, and the Trust shall have no right or interest in such shares, until specific terms set forth in the letter have been complied with. Subject to compliance with such terms, and the subsequent issuance of the shares, theTrust will become the registered owner of the shares.
F2 The conversion rate for the 4% Convertible Senior Notes due 2023 (the "Convertible Notes") is equal to 180.0180 shares of common stock per $1,000 principal amount of the Convertible Notes (equivalent to an initial conversion price of approximately $5.56 per share of common stock), subject to adjustment in accordance with the applicable indenture.
F3 On July 12, 2023, the Reporting Person transferred 319,926 shares to the Rodgers Massey Recovable Trust dtd 4/4/11 (the "Trust").
F4 These shares are held directly by the Rodgers Massey Revocable Living Trust dtd 4/4/11 for which the reporting person and his spouse, Valeta Massey, serve as trustees.
F5 These shares are held directly by the Rodgers Family Freedom and Free Markets Charitable Trust, a charitable remainder trust for which the Reporting Person and his spouse serve as trustees and of which the Reporting Person and his spouse are beneficiaries. The Reporting Person disclaims beneficial ownership except to the extent of his and his spouse's pecuniary interest therein.
F6 The Convertible Notes mature on August 1, 2023, unless earlier converted or repurchased. The Reporting Person may convert all or any portion of the Convertible Notes at any time prior to the close of business on the business day immediately preceding the maturity date.