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)
| 2. Issuer Name and Ticker or Trading Symbol Enviva Partners, LP [ EVA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/11/2015 | ||||||||||||||||||||||||||
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 | ||||||
Common units representing limited partner interests | 12/11/2015 | J(1)(2)(3) | 942,023(1)(2)(3) | A | (1)(2)(3) | 1,347,161(1)(2)(3)(4) | I | See footnote(1)(2)(3)(4) |
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 |
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. This Form 4 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") and Enviva Holdings, LP ("Holdings") in connection with the Acquisition (as defined below). 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 each of Enviva MLP Holdco, LLC ("MLP Holdco") and Enviva Development Holdings, LLC ("Development Holdings"). |
2. Accordingly, R/C Renewable Energy GP, R/C Renewable Energy Partners, R/C Partnership, Holdings GP and Holdings may be deemed to indirectly beneficially own securities of Enviva Partners, LP (the "Issuer"), a subsidiary of Holdings, owned directly by MLP Holdco or Development Holdings. |
3. 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, the general partner of the Issuer. R/C Renewable Energy GP, R/C Renewable Energy Partners, R/C Partnership, Holdings GP and Holdings 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. |
4. On December 11, 2015, the Issuer entered into and consummated the transactions (the "Acquisition") contemplated by a Contribution Agreement (the "Contribution Agreement") with Enviva Wilmington Holdings, LLC (the "Hancock JV"), a joint venture between Development Holdings, Hancock Natural Resource Group, Inc. and certain other affiliates of John Hancock Life Insurance Company. Pursuant to the Contribution Agreement, the Hancock JV contributed to Enviva, LP, a wholly owned subsidiary of the Issuer, all of the issued and outstanding limited liability company interests in Enviva Pellets Southampton, LLC, which owns a wood pellet production plant located in Southampton County, Virginia, for total consideration of $131 million, consisting of $116 million in cash paid to the Hancock JV and 942,023 common units representing limited partner interests in the Issuer transferred to Development Holdings. |
/s/ William H. Schmidt, Jr., Executive Vice President, General Counsel and Secretary of Enviva Holdings GP, LLC, general partner of ENVIVA HOLDINGS, LP | 12/23/2015 | |
/s/ William H. Schmidt, Jr., Executive Vice President, General Counsel and Secretary of ENVIVA HOLDINGS GP, LLC | 12/23/2015 | |
/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. | 12/23/2015 | |
/s/ Thomas Walker, Authorized Person of R/C Renewable Energy GP II, LLC, general partner of RIVERSTONE/CARLYLE RENEWABLE ENERGY PARTNERS II, L.P. | 12/23/2015 | |
/s/ Thomas Walker, Authorized Person of R/C RENEWABLE ENERGY GP II, LLC | 12/23/2015 | |
** 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. |