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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1. Name and Address of Reporting Person * DEMPSEY NEAL   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 490 S. CALIFORNIA AVE., SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 11/15/2011 (Street) PALO ALTO, CA 94306 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 Common Stock 04/04/2012   C   468,647 A (1) 468,647 I See Footnote (3) Common Stock 04/04/2012   C   971,753 A (2) 971,753 I See Footnote (3) Common Stock 04/04/2012   C   189,050 A (4) 189,050 I See Footnote (3) Common Stock 04/04/2012   P   166,667 A $ 6 166,667 I See Footnote (3) Common Stock 11/15/2011   P   13,402 A $ 0.58 13,402 I See Footnote (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

Series D Convertible Preferred Stock

(1)

04/04/2012

C

468,647

(5)

(6)

Common Stock

468,647

(1)

0

I

See Footnote (3)

Series E Convertible Preferred Stock

(2)

04/04/2012

C

971,753

(5)

(6)

Common Stock

971,753

(2)

0

I

See Footnote (3)

Convertible Promissory Notes

(4)

04/04/2012

C

189,050

(5)

(6)

Common Stock

189,050

(4)

0

I

See Footnote (3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DEMPSEY NEAL 490 S. CALIFORNIA AVE., SUITE 200 PALO ALTO, CA 94306	X

Signatures

/s/ Taylor Browning, Attorney-in-fact		04/04/2012
**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)	The shares reflect the automatic conversion of 468,647 shares of the Issuer's Series D Preferred Stock for 468,647 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering.
(2)	The shares reflect the automatic conversion of 971,753 shares of the Issuer's Series E Preferred Stock for 971,753 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering.
(3)	The Reporting Person, a Director of the Issuer, is a Manager of Bay Management Company XI, LLC and shares voting and dispositive power over shares held by Bay Partners XI Parallel Fund, L.P. and Bay Partners XI, L.P but disclaims beneficial ownership of such securities except to the extent of his proportionate pecuniary interest therein.
(4)	Notes and accrued interest in the aggregate of $1,134,304.20 converted automatically upon the closing of the Issuer's initial public offering into shares of Common Stock at a conversion price of $6.00 per share.
(5)	Immediately convertible into shares of the Issuer's common stock.
(6)	These shares have no expiration date.

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