SEC Form 4
| 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 Inc. [ EVA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2023 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Series A Preferred Stock | (1)(2) | 03/01/2023 | P | 3,977,723(1)(2) | (3) | (3) | Common Stock | 3,977,723(1)(2) | $37.71 | 3,977,723(1)(2) | I | See Footnotes(4)(5) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share of Series A Preferred Stock ("Preferred Share") is convertible into one share of Common Stock of Enviva Inc. (the "Issuer"), subject to adjustment for any stock dividends, splits, combinations and similar events. |
| 2. Includes 3,977,723 Preferred Shares purchased pursuant to three separate subscription agreements, dated February 28, 2023, by and between the Issuer and Riverstone Echo Continuation Holdings, L.P. ("Echo Continuation Holdings"), Riverstone Echo Rollover Holdings, L.P. ("Echo Rollover Holdings"), and Riverstone Echo PF Holdings, L.P. ("PF Holdings"), respectively, of which 1,969,002 Preferred Shares were purchased by Echo Continuation Holdings, 267,869 Preferred Shares were purchased by Echo Rollover Holdings, and 1,740,852 Preferred Shares were purchased by PF Holdings. |
| 3. The conversion of the Preferred Shares to shares of Common Stock of the Issuer is subject to and will occur automatically upon stockholder approval of a proposal to issue Common Stock upon conversion of the Preferred Shares for purposes of Rule 312.03 of the New York Stock Exchange Listed Company Manual. |
| 4. 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"). |
| 5. ECF GP is the general partner of each of Echo Continuation Holdings and PF Holdings. Echo Rollover GP is the general partner of Echo Rollover Holdings. 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 Echo Continuation Holdings, Echo Rollover Holdings, and PF Holdings. Each such entity or person disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. |
| Remarks: |
| Due to limitations of the electronic filing system, Riverstone Holdings LLC, Riverstone Management Group, L.L.C., Riverstone/Gower Mgmt Co Holdings, L.P., David M. Leuschen, and Pierre F. Lapeyre are filing a separate Form 5. |
| RIVERSTONE ECHO GP, LLC By: /s/ Peter Haskopoulos, Managing Director | 03/03/2023 | |
| RIVERSTONE ECHO PARTNERS, L.P. By: Riverstone Echo GP, LLC, its general partner, By: /s/ Peter Haskopoulos, Managing Director | 03/03/2023 | |
| RIVERSTONE ECF GP, LLC By: /s/ Peter Haskopoulos, Managing Director | 03/03/2023 | |
| RIVERSTONE ECHO ROLLOVER GP, LLC By: /s/ Peter Haskopoulos, Managing Director | 03/03/2023 | |
| RIVERSTONE ECHO ROLLOVER HOLDINGS, L.P. By: Riverstone Echo Rollover GP, LLC, its general partner, By: /s/ Peter Haskopoulos, Managing Director | 03/03/2023 | |
| RIVERSTONE ECHO CONTINUATION HOLDINGS, L.P. By: Riverstone ECF GP, LLC, its general partner, By: /s/ Peter Haskopoulos, Managing Director | 03/03/2023 | |
| RIVERSTONE ECHO PF HOLDINGS, L.P. By: Riverstone ECF GP, LLC, its general partner, By: /s/ Peter Haskopoulos, Managing Director | 03/03/2023 | |
| ** 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. | ||