Sec Form 4 Filing - R/C Wood Pellet Investment Partnership, L.P. @ Enviva Partners, LP - 2020-07-22

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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
R/C Wood Pellet Investment Partnership, L.P.
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 07/22/2020 J( 1 ) 13,586,375 D $ 0 0 I See footnote ( 2 )
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
R/C Wood Pellet Investment Partnership, L.P.
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10019
X X
Riverstone/Carlyle Renewable Energy Partners II, L.P.
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10019
X X
R/C Renewable Energy GP II, L.L.C.
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10019
X X
Signatures
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/ Peter Haskopoulos, Authorized Person 07/22/2020
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/ Peter Haskopoulos, Authorized Person 07/22/2020
Signature of Reporting Person Date
R/C RENEWABLE ENERGY GP II, LLC By: /s/ Peter Haskopoulos, Authorized Person 07/22/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective July 22, 2020, R/C Wood Pellet Investment Partnership, L.P. ("R/C Partnership") 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). Also as a result of the July 2020 Transfer, R/C Partnership, R/C Renewable Energy GP II, LLC ("R/C Renewable Energy GP"), and Riverstone/Carlyle Renewable Energy Partners II, L.P. ("R/C Renewable Energy Partners") may no longer be deemed to beneficially own any of the Common Units (as defined below) held of record by the Common Unit Holders.
( 2 )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, prior to the July 2020 Transfer, was the sole member of Holdings GP. Holdings GP is the general partner of Enviva Holdings, which is the sole member of each of (i) Enviva Development Holdings, LLC ("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 Holdings, LLC ("Enviva MLP Holdco"), which is the record holder of 5,897,684 Common Units, 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.

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