Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
NAHI PAUL B
   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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
C/O ENPHASE ENERGY, INC., 1420 N. MCDOWELL BLVD.		 3. Date of Earliest Transaction (Month/Day/Year)
05/02/2013
(Street)

PETALUMA, CA 94954		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Restricted Stock Unit 05/02/2013   A   50,000 A $ 0 (1) 301,573 (2) D  
Common Stock               55,066 I Held in Trust (3)

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (4) $ 7.5 05/02/2013   A   100,000     (5) 05/01/2020 Common Stock 100,000 $ 0 100,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NAHI PAUL B
C/O ENPHASE ENERGY, INC.
1420 N. MCDOWELL BLVD.
PETALUMA, CA 94954		   X     President and CEO  

Signatures

 /s/ Paul B. Nahi   05/06/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each restricted stock unit ("RSU") is granted pursuant to the 2011 Equity Incentive Plan, and represents a contingent right to receive one share of Common Stock of the Issuer. The shares subject to the RSU vest over a four-year period commencing on May 2, 2013, with 6.25% of the RSU (rounded down to the nearest whole share) vesting on August 15, 2013 (the "First Vest Date"); thereafter, 6.25% of the RSUs (rounded down to the nearest whole share, expect for the last vesting installment) shall vest on each quarterly anniversary of the First Vest Date, provided that the Reporting Person provides Continuous Service, as defined in the 2011 Equity Incentive Plan.
(2) Balance includes non-reportable acquisition of an aggregate of 4,000 shares through the Company's 2011 Employee Stock Purchase Plan.
(3) The shares are held in trust for Mr. Nahi's children. Mr. Nahi disclaims beneficial ownership of the shares.
(4) Issued pursuant to the 2011 Equity Incentive Plan.
(5) The shares subject to the stock option vest in 48 equal successive installments over a four-year period commencing April 10, 2013, so long as the Reporting Person provides Continuous Service, as defined in the 2011 Equity Incentive Plan.

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