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)
05/04/2015
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 05/04/2015 A 405,138(1)(2) A (2) 405,138 D
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
Common Units Right $20 05/04/2015 J(3) 1,500,000(1)(3) (3) (3) Common units 1,500,000 (3) 0 D
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 MLP Holdco, LLC

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

(Street)
BETHESDA MD 20814

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
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
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)
712 FIFTH AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
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)
712 FIFTH AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
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
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"), Enviva Holdings, LP ("Holdings") and Enviva MLP Holdco, LLC ("MLP Holdco") in connection with the closing of the Issuer's initial public offering (the "Offering"). 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 MLP Holdco. 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 the Issuer owned directly by MLP Holdco.
2. Pursuant to the contribution agreement (the "Contribution Agreement") entered into in connection with the Offering, the Issuer recapitalized the outstanding limited partner interests and issued 405,138 common units to MLP Holdco. MLP Holdco also owns a 100% limited liability company interest in Enviva Partners GP, LLC, the general partner of the Issuer. 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. 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.
3. On April 29, 2015, the underwriters of the Offering exercised their right to purchase 1,500,000 common units pursuant to an option to purchase additional common units, which, together with the Offering, closed on May 4, 2015. The net proceeds from the exercise of the option will be used by the Issuer to pay a distribution to MLP Holdco.
Remarks:
/s/ William H. Schmidt, Jr., Executive Vice President, General Counsel and Secretary of ENVIVA MLP HOLDCO, LLC 05/04/2015
/s/ William H. Schmidt, Jr., Executive Vice President, General Counsel and Secretary of Enviva Holdings GP, LLC, general partner of ENVIVA HOLDINGS, LP 05/04/2015
/s/ William H. Schmidt, Jr., Executive Vice President, General Counsel and Secretary of ENVIVA HOLDINGS GP, LLC 05/04/2015
/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. 05/04/2015
/s/ Thomas Walker, Authorized Person of R/C Renewable Energy GP II, LLC, general partner of RIVERSTONE/CARLYLE RENEWABLE ENERGY PARTNERS II, L.P. 05/04/2015
/s/ Thomas Walker, Authorized Person of R/C RENEWABLE ENERGY GP II, LLC 05/04/2015
** Signature of Reporting Person Date
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* 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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