| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Enviva Partners, LP [ EVA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/14/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/14/2021 | J(1) | 14,104,100 | A | (1) | 27,690,475 | I | See Footnotes(2)(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Pursuant to the terms of the agreement and plan of merger dated October 14, 2021, by and among the Issuer, Enviva Holdings, LP ("Holdings"), Enviva Partners Merger Sub, LLC, and the limited partners of Holdings (including Riverstone Echo Rollover Holdings, L.P. ("Riverstone Rollover Fund") and Riverstone Echo Continuation Holdings, L.P. ("Riverstone Continuation Fund" and, together with Riverstone Rollover Fund, the "Riverstone Echo Funds")), (i) the Issuer, among other things, issued 14,104,100 Common Units to the Riverstone Echo Funds and (ii) Enviva MLP Holdco, LLC distributed all of its Common Units to Holdings, which then distributed its directly owned Common Units and Enviva Cottondale Acquisition I, LLC ("Acquisition I") to the Riverstone Echo Funds (the "Drop Merger Transactions"). |
| 2. Following the Drop Merger Transactions, includes (i) 19,729,466 Common Units held of record by Riverstone Continuation Fund, (ii) 1,953,555 Common Units held of record by Riverstone Rollover Fund, and (iii) 6,007,454 Common Units held of record by Enviva Collateral PledgeCo, LLC ("PledgeCo"). |
| 3. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management Group, L.L.C. ("Riverstone Management"), and have or share voting and investment discretion with respect to the securities beneficially owned by Riverstone Management, which is the general partner of Riverstone/Gower Mgmt Co Holdings, L.P., which is the sole member of Riverstone Holdings LLC, which is the sole member of Riverstone Echo GP, LLC, which is the general partner of Riverstone Echo Partners, L.P., which is the sole member of each of Riverstone ECF GP, LLC ("ECF GP") and Riverstone Echo Rollover GP, LLC ("Echo Rollover GP"). ECF GP is the general partner of Riverstone Continuation Fund. Echo Rollover GP is the general partner of Riverstone Rollover Fund. Riverstone Enviva Holdings GP, LLC is managed by its members, the Riverstone Echo Funds. The Riverstone Echo Funds are the managing members of Acquisition I, which is the sole member of PledgeCo. |
| 4. As a result of these relationships, each of these entities and individuals may be deemed to have or share beneficial ownership of the securities held of record by the Riverstone Echo Funds and PledgeCo. Each such entity or person disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. |
| Remarks: |
| Due to the limitations of the electronic filing system, Pierre F. Lapeyre, Jr., David M. Leuschen, Riverstone Management Group, L.L.C., Riverstone/Gower Mgmt Co Holdings, L.P., and Riverstone Holdings LLC are filing a separate Form 4. Enviva Collateral PledgeCo, LLC and Enviva Cottondale Acquisition I, LLC are filing a separate Form 3. |
| RIVERSTONE ENVIVA HOLDINGS GP, LLC By Riverstone ECF GP, LLC, its general partner, By: /s/ Peter Haskopoulos, Managing Director | 10/18/2021 | |
| RIVERSTONE ECHO ROLLOVER HOLDINGS, L.P. By: Riverstone Echo Rollover GP, LLC, its general partner, By: /s/ Peter Haskopoulos, Managing Director | 10/18/2021 | |
| RIVERSTONE ECHO CONTINUATION HOLDINGS, L.P. By: Riverstone ECF GP, LLC, its general partner, By: /s/ Peter Haskopoulos, Managing Director | 10/18/2021 | |
| RIVERSTONE ECHO ROLLOVER GP, LLC By: /s/ Peter Haskopoulos, Managing Director | 10/18/2021 | |
| RIVERSTONE ECF GP, LLC By: /s/ Peter Haskopoulos, Managing Director | 10/18/2021 | |
| RIVERSTONE ECHO PARTNERS, L.P. By: Riverstone Echo GP, LLC, its general partner, By: /s/ Peter Haskopoulos, Managing Director | 10/18/2021 | |
| RIVERSTONE ECHO GP, LLC By: /s/ Peter Haskopoulos, Managing Director | 10/18/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||