SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Enviva Holdings, LP

(Last) (First) (Middle)
7200 WISCONSIN AVENUE
SUITE 1000

(Street)
BETHESDA MD 20814

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Enviva Partners, LP [ EVA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 units representing limited partner interests 12/11/2015 J(1)(2)(3) 942,023(1)(2)(3) A (1)(2)(3) 1,347,161(1)(2)(3)(4) I See footnote(1)(2)(3)(4)
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Enviva Holdings, LP

(Last) (First) (Middle)
7200 WISCONSIN AVENUE
SUITE 1000

(Street)
BETHESDA MD 20814

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Enviva Holdings GP, LLC

(Last) (First) (Middle)
7200 WISCONSIN AVENUE
SUITE 1000

(Street)
BETHESDA MD 20814

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
R/C Wood Pellet Investment Partnership, L.P.

(Last) (First) (Middle)
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Riverstone/Carlyle Renewable Energy Partners II, L.P.

(Last) (First) (Middle)
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
R/C Renewable Energy GP II, L.L.C.

(Last) (First) (Middle)
712 FIFTH AVENUE
36TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form 4 is being filed jointly by R/C Renewable Energy GP II, LLC ("R/C Renewable Energy GP"), Riverstone/Carlyle Renewable Energy Partners II, L.P. ("R/C Renewable Energy Partners"), R/C Wood Pellet Investment Partnership, L.P. ("R/C Partnership"), Enviva Holdings GP, LLC ("Holdings GP") and Enviva Holdings, LP ("Holdings") in connection with the Acquisition (as defined below). R/C Renewable Energy GP is the general partner of R/C Renewable Energy Partners, which is the general partner of R/C Partnership, which is the sole member of Holdings GP, which is the general partner of Holdings, which is the sole member of each of Enviva MLP Holdco, LLC ("MLP Holdco") and Enviva Development Holdings, LLC ("Development Holdings").
2. Accordingly, R/C Renewable Energy GP, R/C Renewable Energy Partners, R/C Partnership, Holdings GP and Holdings may be deemed to indirectly beneficially own securities of Enviva Partners, LP (the "Issuer"), a subsidiary of Holdings, owned directly by MLP Holdco or Development Holdings.
3. MLP Holdco may be deemed to be a director by deputization as a result of its ability to appoint the directors of Enviva Partners GP, LLC, the general partner of the Issuer. R/C Renewable Energy GP, R/C Renewable Energy Partners, R/C Partnership, Holdings GP and Holdings may be deemed to be a director by deputization as a result of MLP Holdco's ability to appoint the directors of Enviva Partners GP, LLC.
4. On December 11, 2015, the Issuer entered into and consummated the transactions (the "Acquisition") contemplated by a Contribution Agreement (the "Contribution Agreement") with Enviva Wilmington Holdings, LLC (the "Hancock JV"), a joint venture between Development Holdings, Hancock Natural Resource Group, Inc. and certain other affiliates of John Hancock Life Insurance Company. Pursuant to the Contribution Agreement, the Hancock JV contributed to Enviva, LP, a wholly owned subsidiary of the Issuer, all of the issued and outstanding limited liability company interests in Enviva Pellets Southampton, LLC, which owns a wood pellet production plant located in Southampton County, Virginia, for total consideration of $131 million, consisting of $116 million in cash paid to the Hancock JV and 942,023 common units representing limited partner interests in the Issuer transferred to Development Holdings.
/s/ William H. Schmidt, Jr., Executive Vice President, General Counsel and Secretary of Enviva Holdings GP, LLC, general partner of ENVIVA HOLDINGS, LP 12/23/2015
/s/ William H. Schmidt, Jr., Executive Vice President, General Counsel and Secretary of ENVIVA HOLDINGS GP, LLC 12/23/2015
/s/ Thomas Walker, Authorized Person of R/C Renewable Energy GP II, LLC, general partner of Riverstone/Carlyle Renewable Energy Partners II, L.P., general partner of R/C WOOD PELLET INVESTMENT PARTNERSHIP, L.P. 12/23/2015
/s/ Thomas Walker, Authorized Person of R/C Renewable Energy GP II, LLC, general partner of RIVERSTONE/CARLYLE RENEWABLE ENERGY PARTNERS II, L.P. 12/23/2015
/s/ Thomas Walker, Authorized Person of R/C RENEWABLE ENERGY GP II, LLC 12/23/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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