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 *
Madrone Partners, L.P.
  2. Issuer Name and Ticker or Trading Symbol
Enphase Energy, Inc. [ENPH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
3000 SAND HILL ROAD, BUILDING 1, SUITE 1
3. Date of Earliest Transaction (Month/Day/Year)
04/04/2012
(Street)

MENLO PARK, CA 94025
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   3,280,532 A (1) 3,280,532 D (3)  
Common Stock 04/04/2012   C   585,902 A (2) 585,912 D (3)  
Common Stock 04/04/2012   C   446,563 A (4) 446,563 D (3)  
Common Stock 04/04/2012   P   763,889 A $ 6 763,889 D (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     3,280,532   (5)   (6) Common Stock 3,280,532 (1) 0 D (3)  
Series E Convertible Preferred Stock (2) 04/04/2012   C     585,912   (5)   (6) Common Stock 585,912 (2) 0 D (3)  
Convertible Promissory Notes (4) 04/04/2012   C     446,563   (5)   (6) Common Stock 446,563 (4) 0 D (3)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Madrone Partners, L.P.
3000 SAND HILL ROAD, BUILDING 1, SUITE 1
MENLO PARK, CA 94025
    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 3,280,532 shares of the Issuer's Series D Preferred Stock for 3,280,532 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 585,912 shares of the Issuer's Series E Preferred Stock for 585,912 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering.
(3) The shares are directly held by Madrone Partners L.P. Affiliated individuals and Jameson McJunkin, a member of the Issuer's board of directors, share voting and dispositive power over shares held by Madrone Partners L.P.; however, the affiliated individuals and Mr. McJunkin disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.
(4) Notes and accrued interest in the aggregate of $2,679,386.89 converted automatically upon the closing of the Issuer's initial public offering into shares of Common Stock at a conversion price of $6.00.
(5) Immediately convertible into shares of the Issuer's common stock.
(6) These shares have no expiration date.

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