Sec Form 3 Filing - Riverstone Echo GP, LLC @ Enviva Partners, LP - 2020-07-22

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FORM 3
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
Riverstone Echo GP, LLC
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)
C/O RIVERSTONE HOLDINGS LLC, 712 FIFTH AVENUE, 36TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2020
(Street)
NEW YORK, NY10019
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 13,586,375 I See footnotes ( 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 (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
Riverstone Echo GP, LLC
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10019
X X
Riverstone Echo Partners, L.P.
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10019
X X
Riverstone ECF GP, LLC
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10019
X X
Riverstone Echo Rollover GP, LLC
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10019
X X
Riverstone Echo Continuation Holdings, L.P.
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10019
X X
Riverstone Echo Rollover Holdings, L.P.
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10019
X X
Riverstone Enviva Holdings GP, LLC
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10019
X X
Signatures
RIVERSTONE ECHO GP, LLC By: /s/ Peter Haskopoulos Name: Peter Haskopoulos Title: Managing Director 07/22/2020
Signature of Reporting Person Date
RIVERSTONE ECHO PARTNERS, L.P. By: Riverstone Echo GP, LLC, its general partner, By: /s/ Peter Haskopoulos Name: Peter Haskopoulos Title: Managing Director 07/22/2020
Signature of Reporting Person Date
RIVERSTONE ECF GP, LLC By: /s/ Peter Haskopoulos Name: Peter Haskopoulos Title: Managing Director 07/22/2020
Signature of Reporting Person Date
RIVERSTONE ECHO ROLLOVER GP, LLC By: /s/ Peter Haskopoulos Name: Peter Haskopoulos Title: Managing Director 07/22/2020
Signature of Reporting Person Date
RIVERSTONE ECHO CONTINUATION HOLDINGS, L.P. By: Riverstone ECF GP, LLC, its general partner By: /s/ Peter Haskopoulos Name: Peter Haskopoulos Title: Managing Director 07/22/2020
Signature of Reporting Person Date
RIVERSTONE ECHO ROLLOVER HOLDINGS, L.P. By: Riverstone Echo Rollover GP, LLC, its general partner By: /s/ Peter Haskopoulos Name: Peter Haskopoulos Title: Managing Director 07/22/2020
Signature of Reporting Person Date
RIVERSTONE ENVIVA HOLDINGS GP, LLC By: /s/ Peter Haskopoulos Name: Peter Haskopoulos Title: Managing Director 07/22/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective July 22, 2020, R/C Wood Pellet Investment Partnership, L.P. transferred its interest in Enviva Holdings GP, LLC ("Holdings GP") to Riverstone Enviva Holdings GP, LLC ("Riverstone Enviva Holdings") (the "July 2020 Transfer"). As a result, Riverstone Enviva Holdings became the sole member of Holdings GP, which is the general partner of Enviva Holdings, LP ("Enviva Holdings"), which is the sole member of each of the Common Unit Holders (as defined below).
( 2 )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 Echo Continuation Holdings, L.P. ("Echo Continuation Holdings"). Echo Rollover GP is the general partner of Riverstone Echo Rollover Holdings, L.P. ("Echo Rollover Holdings"). Riverstone Enviva Holdings is managed by its members, Echo Continuation Holdings and Echo Rollover Holdings.
( 3 )Following the July 2020 Transfer, Riverstone Enviva Holdings is the sole member of Holdings GP, which is the general partner of Enviva Holdings, which is the sole member of each of (i) Enviva Development Holdings, LLC ("Enviva Development Holdings"), which is the record holder of 1,681,237 common units representing limited partner interests of Enviva Partners, LP ("Common Units"), (ii) Enviva MLP Holdco, LLC ("Enviva MLP Holdco"), which is the record holder of 5,897,684 Common Units and a 100% limited liability company interest in Enviva Partners GP, LLC, the general partner of the Issuer, and (iii) Enviva Cottondale Acquisition I, LLC ("Enviva Cottondale" and, together with Development Holdings and Enviva MLP Holdco, the "Common Unit Holders") which is the record holder of 6,007,454 Common Units.
( 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 Common Unit Holders. 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 3.

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).
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