Management Group, L.L.C. Riverstone Form 4 Enviva Partners / DAVID M LEUSCHEN ownership change

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^*

RIVERSTONE HOLDINGS LLC

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
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	10/14/2021		J(1)		14,104,100	A	(1)	27,690,475	I	See Footnotes(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 (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^*

RIVERSTONE HOLDINGS LLC

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverstone/Gower Mgmt Co Holdings, L.P.

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverstone Management Group, L.L.C.

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LEUSCHEN DAVID M

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LAPEYRE PIERRE F JR

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

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.

Remarks:

Due to the limitations of the electronic filing system, Riverstone Enviva Holdings GP, LLC, Riverstone Echo Rollover Holdings, L.P., Riverstone Echo Continuation Holdings, L.P., Riverstone Echo Rollover GP, LLC, Riverstone ECF GP, LLC, Riverstone Echo Partners, L.P., and Riverstone Echo GP, LLC are filing a separate Form 4. Enviva Collateral PledgeCo, LLC and Enviva Cottondale Acquisition I, LLC are filing a separate Form 3.

	RIVERSTONE HOLDINGS LLC By: /s/ Peter Haskopoulos, Authorized Person	10/18/2021
	RIVERSTONE/GOWER MGMT CO HOLDINGS, L.P. By: /s/ Peter Haskopoulos, Manager	10/18/2021
	RIVERSTONE MANAGEMENT GROUP, L.L.C. By: /s/ Peter Haskopoulos, Manager	10/18/2021
	/s/ David M. Leuschen	10/18/2021
	/s/ Pierre F. Lapeyre, Jr.	10/18/2021
	** Signature of Reporting Person	Date
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