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Enphase Energy, Inc. — Director's Dealing 2012
Mar 30, 2012
31064_dirs_2012-03-29_03bfd84c-8f99-4115-8177-b5fc5a31fe4e.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: Enphase Energy, Inc. (ENPH)
CIK: 0001463101
Period of Report: 2012-03-29
Reporting Person: Schwartz Robert S (Director, Member of group owning 10%+)
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Series B Convertible Preferred Stock | $ | Common Stock (15774) | Direct | ||
| Series C Convertible Preferred Stock | $ | Common Stock (6463) | Direct | ||
| Series D Convertible Preferred Stock | $ | Common Stock (23432) | Direct | ||
| Series E Convertible Preferred Stock | $ | Common Stock (3562) | Direct | ||
| 9% Junior Convertible Secured Notes due 2014 | $ | Common Stock (2239) | Direct | ||
| Common Stock Warrants | $5.27 | 2016-06-14 | Common Stock (284) | Direct |
Footnotes
F1: The Series B Convertible Preferred Stock ("Series B") is convertible at the holder's election at any time or automatically upon the consummation of a firm commitment underwritten registered offering if certain price thresholds are met. Series B is convertible into shares of common stock of the Issuer ("Common Stock") in a ratio of 1:1.898 and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series B will be converted into shares of Common Stock.
F2: The Series C Convertible Preferred Stock ("Series C") is convertible at the holder's election at any time or automatically upon the consummation of a firm commitment underwritten registered offering if certain price thresholds are met. Series C is convertible into shares of Common Stock in a ratio of 1:2.514 and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series C will be converted into shares of Common Stock.
F3: The Series D Convertible Preferred Stock ("Series D") and the Series E Convertible Preferred Stock ("Series E") are convertible at the holder's election at any time or automatically upon the consummation of a firm commitment underwritten registered offering if certain price thresholds are met. Series D and Series E are convertible into shares of Common Stock on a one-for-one basis and have no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series D and Series E will be converted into shares of Common Stock.
F4: The 9% Junior Convertible Secured Notes due 2014 (the "Notes") are convertible at the holder's election at any time prior to the expiration date or automatically upon the consummation of a firm commitment underwritten registered offering. Immediately prior to the closing of the Issuer's initial public offering, the principal amount of the Notes, plus interest accrued at 9% per annum, shall automatically convert into shares of Common Stock at the lesser of (a) $8.89 per share; or (b) the price per share of Common Stock.
F5: The common stock warrants are exercisable at the holder's election, at any time prior to the expiration date.
F6: Mr. Schwartz serves as a member of the board of the directors of the Issuer and is a managing partner of Third Point Ventures, an affiliate of Third Point LLC ("Third Point"). Daniel S. Loeb is the Chief Executive Officer of Third Point. Third Point acts as the investment manager to certain funds and managed accounts that hold securities of the Issuer (together with Third Point and Mr. Loeb, the "Third Point Parties"). Mr. Schwartz may be deemed to be a member of a Section 13(d) "group" with the Third Point Parties. Mr. Schwartz hereby disclaims beneficial ownership of any securities beneficially owned by any of the Third Point Parties, except to the extent of any pecuniary interest therein. The Third Point Parties have filed a separate Form 3 disclosing their holdings of securities of the Issuer.