Enviva MLP Holdco Form 3 Enviva Partners / Renewable Energy GP II, L.L.C. R/C ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Enviva Holdings, LP

(Last) (First) (Middle)

7200 WISCONSIN AVENUE, SUITE 1000

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2015

3. Issuer Name and Ticker or Trading Symbol
Enviva Partners, LP [ EVA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common units representing limited partner interests	0(1)(2)(3)(4)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Subordinated units	(4)	(4)	Common units	11,905,138(4)	(4)	D
Common Units Right	(4)	(4)	Common units	1,500,000(4)	(4)	D

1. Name and Address of Reporting Person^*

Enviva Holdings, LP

(Last) (First) (Middle)

7200 WISCONSIN AVENUE, SUITE 1000

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Enviva MLP Holdco, LLC

(Last) (First) (Middle)

7200 WISCONSIN AVENUE, SUITE 1000

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Enviva Holdings GP, LLC

(Last) (First) (Middle)

7200 WISCONSIN AVENUE, SUITE 1000

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

R/C Wood Pellet Investment Partnership, L.P.

(Last) (First) (Middle)

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverstone/Carlyle Renewable Energy Partners II, L.P.

(Last) (First) (Middle)

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

R/C Renewable Energy GP II, L.L.C.

(Last) (First) (Middle)

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 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"), Enviva Holdings, LP ("Holdings") and Enviva MLP Holdco, LLC ("MLP Holdco") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (File No. 333-199625) (the "Registration Statement").

2. As of the date hereof, MLP Holdco owns a 75.42% limited partner interest in the Issuer and a 100% limited liability company interest in Enviva Partners GP, LLC, which owns a non-economic general partner interest in the Issuer. MLP Holdco may be deemed to be a director by deputization as a result of its ability to appoint the directors of Enviva Partners GP, LLC. As of the date hereof, Enviva Cottondale Acquisition I, LLC ("Acquisition I") owns a 24.58% limited partner interest in the Issuer. 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 MLP Holdco and Acquisition I.

3. (Continued from Footnote 2) Accordingly, R/C Renewable Energy GP, R/C Renewable Energy Partners, R/C Wood Pellet Investment Partnership, L.P., Holdings GP and Holdings may be deemed to indirectly beneficially own securities of the Issuer owned directly by each of MLP Holdco and Acquisition I and may be deemed to be a director by deputization as a result of MLP Holdco's ability to appoint the directors of Enviva Partners GP, LLC. In connection with the initial public offering of the Issuer (the "Offering"), the Issuer will recapitalize the outstanding limited partner interests into common units and subordinated units, in each case, representing limited partner interests in the Issuer. Pursuant to the contribution agreement (the "Contribution Agreement") to be entered into in connection with the Offering, the Issuer will issue 405,138 common units to MLP Holdco at the closing of the Offering.

4. Pursuant to the Contribution Agreement, the Issuer will issue 8,510,572 subordinated units to MLP Holdco and 3,394,566 subordinated units to Acquisition I. Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement. The subordinated units have no expiration date. Pursuant to the underwriting agreement to be entered into in connection with the Offering, the Issuer will grant the underwriters a 30-day option to purchase additional common units (the "Common Units Right"). Pursuant to the Contribution Agreement, any net proceeds received by the Issuer from the full or any partial exercise of such option will be distributed by the Issuer to MLP Holdco. Any of the common units that have not been purchased pursuant to the Common Units Right by the expiration of such option will be issued to MLP Holdco at such time.

Remarks:

	/s/ William H. Schmidt, Jr., Executive Vice President, General Counsel and Secretary of ENVIVA MLP HOLDCO, LLC	04/28/2015
	/s/ William H. Schmidt, Jr., Executive Vice President, General Counsel and Secretary of Enviva Holdings GP, LLC, general partner of ENVIVA HOLDINGS, LP	04/28/2015
	/s/ William H. Schmidt, Jr., Executive Vice President, General Counsel and Secretary of ENVIVA HOLDINGS GP, LLC	04/28/2015
	/s/ Thomas Walker, Authorized Person of R/C Renewable Energy GP II, LLC, general partner of Riverstone/Carlyle Renewable Energy Partners II, L.P., general partner of R/C WOOD PELLET INVESTMENT PARTNERSHIP, L.P.	04/28/2015
	/s/ Thomas Walker, Authorized Person of R/C Renewable Energy GP II, LLC, general partner of RIVERSTONE/CARLYLE RENEWABLE ENERGY PARTNERS II, L.P.	04/28/2015
	/s/ Thomas Walker, Authorized Person of R/C RENEWABLE ENERGY GP II, LLC	04/28/2015
	** Signature of Reporting Person	Date
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