Sec Form 3 Filing - Enviva Cottondale Acquisition I, LLC @ Enviva Partners, LP - 2021-10-14

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Enviva Cottondale Acquisition I, 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) 10/14/2021 (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 14,104,100 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 Enviva Cottondale Acquisition I, LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY10019 X X Enviva Collateral PledgeCo, LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY10019 X X Signatures ENVIVA COTTONDALE ACQUISITION I, LLC By: Riverstone Echo Continuation Holdings, L.P., its member, By: Riverstone ECF GP, LLC, its general partner, By: /s/ Peter Haskopoulos, Managing Director 10/22/2021 Signature of Reporting Person Date ENVIVA COLLATERAL PLEDGECO, LLC, By: Enviva Cottondale Acquisition I, LLC, its managing member, By: Riverstone Echo Continuation Holdings, L.P., its member, By: Riverstone ECF GP, LLC, its general partner, By: /s/ Peter Haskopoulos, Managing Director 10/22/2021 Signature of Reporting Person Date

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.

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.