13D Filing: Third Point and Enphase Energy Inc. (NASDAQ:ENPH)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

(Amendment No. 3)

Under the Securities Exchange Act of 1934

Enphase Energy, Inc.

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(Name of Company)

Common Stock, $0.00001 per share

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(Title of Class of Securities)

29355A107

(CUSIP Number)

Joshua L. Targoff

Third Point LLC

390 Park Avenue, 19^th Floor

New York, NY 10022

(212) 715-3880

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(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(with copies to)

Manuel A. Miranda, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8747

March 16, 2017

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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).