Sec Form 4 Filing - Enviva Holdings, LP @ Enviva Partners, LP - 2018-02-01

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Enviva Holdings, LP
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)
(Last) (First) (Middle)
7200 WISCONSIN AVENUE, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2018
(Street)
BETHESDA, MD20814
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/01/2018 D 81,708 D $ 28.65 1,265,453 I See footnotes ( 1 ) ( 2 ) ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Enviva Holdings, LP
7200 WISCONSIN AVENUE, SUITE 1000
BETHESDA, MD20814
X X
Enviva Holdings GP, LLC
7200 WISCONSIN AVENUE, SUITE 1000
BETHESDA, MD20814
X X
R/C Wood Pellet Investment Partnership, L.P.
7200 WISCONSIN AVENUE, SUITE 1000
BETHESDA, MD20814
X X
Riverstone/Carlyle Renewable Energy Partners II, L.P.
7200 WISCONSIN AVENUE, SUITE 1000
BETHESDA, MD20814
X X
R/C Renewable Energy GP II, L.L.C.
7200 WISCONSIN AVENUE, SUITE 1000
BETHESDA, MD20814
X X
Signatures
ENVIVA HOLDINGS, LP By: Enviva Holdings GP, LLC, its general partner By: /s/ William H. Schmidt, Jr. Name: William H. Schmidt, Jr. Title: Executive Vice President, Corporate Development and General Counsel 02/05/2018
Signature of Reporting Person Date
ENVIVA HOLDINGS GP, LLC By: /s/ William H. Schmidt, Jr. Name: William H. Schmidt, Jr. Title: Executive Vice President, Corporate Development and General Counsel 02/05/2018
Signature of Reporting Person Date
R/C WOOD PELLET INVESTMENT PARTNERSHIP, L.P. By: Riverstone/Carlyle Renewable Energy Partners II, L.P., its general partner By: R/C Renewable Energy GP II, LLC, its general partner By: /s/ Thomas Walker Name: Thomas Walker Title: Authorized Person 02/05/2018
Signature of Reporting Person Date
RIVERSTONE/CARLYLE RENEWABLE ENERGY PARTNERS II, L.P. By: R/C Renewable Energy GP II, LLC, its general partner By: /s/ Thomas Walker Name: Thomas Walker Title: Authorized Person 02/05/2018
Signature of Reporting Person Date
R/C RENEWABLE ENERGY GP II, LLC By: /s/ Thomas Walker Name: Thomas Walker Title: Authorized Person 02/05/2018
Signature of Reporting Person Date
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"). 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 Development Holdings, LLC ("Development Holdings") and Enviva MLP Holdco, LLC ("MLP Holdco").
( 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 Development Holdings and MLP Holdco, but disclaim such beneficial ownership except to the extent of their respective pecuniary interest therein.
( 3 )Holdings may be deemed to be a director by deputization as a result of the ability of MLP Holdco, Holdings' wholly owned subsidiary, to appoint the directors of Enviva Partners GP, LLC.

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