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) 05/04/2015 | ||||||||||||||||||||||||||
| 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 | 05/04/2015 | A | 405,138(1)(2) | A | (2) | 405,138 | D | |||
| 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 | ||||||||
| Common Units Right | $20 | 05/04/2015 | J(3) | 1,500,000(1)(3) | (3) | (3) | Common units | 1,500,000 | (3) | 0 | D | ||||
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. 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"), Enviva Holdings, LP ("Holdings") and Enviva MLP Holdco, LLC ("MLP Holdco") in connection with the closing of the Issuer's initial public offering (the "Offering"). 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. 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 the Issuer owned directly by MLP Holdco. |
| 2. Pursuant to the contribution agreement (the "Contribution Agreement") entered into in connection with the Offering, the Issuer recapitalized the outstanding limited partner interests and issued 405,138 common units to MLP Holdco. MLP Holdco also owns a 100% limited liability company interest in Enviva Partners GP, LLC, the general partner of 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. 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. |
| 3. On April 29, 2015, the underwriters of the Offering exercised their right to purchase 1,500,000 common units pursuant to an option to purchase additional common units, which, together with the Offering, closed on May 4, 2015. The net proceeds from the exercise of the option will be used by the Issuer to pay a distribution to MLP Holdco. |
| Remarks: |
| /s/ William H. Schmidt, Jr., Executive Vice President, General Counsel and Secretary of ENVIVA MLP HOLDCO, LLC | 05/04/2015 | |
| /s/ William H. Schmidt, Jr., Executive Vice President, General Counsel and Secretary of Enviva Holdings GP, LLC, general partner of ENVIVA HOLDINGS, LP | 05/04/2015 | |
| /s/ William H. Schmidt, Jr., Executive Vice President, General Counsel and Secretary of ENVIVA HOLDINGS GP, LLC | 05/04/2015 | |
| /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. | 05/04/2015 | |
| /s/ Thomas Walker, Authorized Person of R/C Renewable Energy GP II, LLC, general partner of RIVERSTONE/CARLYLE RENEWABLE ENERGY PARTNERS II, L.P. | 05/04/2015 | |
| /s/ Thomas Walker, Authorized Person of R/C RENEWABLE ENERGY GP II, LLC | 05/04/2015 | |
| ** 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. | ||