Form 4 for ENPH Enphase Energy, Inc.
Accepted 2023-07-31 00:00:00 ET · period of report 2023-07-28 · accession 0001463101-23-000147 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2023-07-31 | 2023-07-28 | ENPH | Rodgers Thurman J | Dir | C - Cnv Deriv | $0.00 | +900.1K | 2.41M | +60% | $0 |
| DI | 2023-07-31 | 2023-07-28 | ENPH | Rodgers Thurman J | Dir | C - Cnv Deriv | $0.00 | -5.00M | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2023-07-28 | C | A | 900,090 | $0.00 | 2,411,325 | I By Trust | — | — | (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. |
| 2 | Derivative | 4% Convertible Senior Notes due 2023 | 2023-07-28 | C | D | 5,000,000 | $0.00 | 0 | I By Trust | — · — to — | 900,090 Common Stock | (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. (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. (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. (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. |