Enviva Cottondale Acquisition I Form 4 Enviva Partners / Renewable Energy GP II, L.L.C. R/C 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^*

Enviva Holdings, LP

(Last) (First) (Middle)

7200 WISCONSIN AVENUE

SUITE 1000

(Street)

BETHESDA MD 20814

(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)
05/30/2018

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	05/30/2018		C		6,007,454	A	(1)	6,007,454	I	By Enviva Cottondale(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
Subordinated Units	(1)	05/30/2018		C			6,007,454	(1)	(1)	Common units representing limited partner interests	6,007,454(1)	(1)	5,897,454	I	By Enviva Cottondale(2)(3)(4)

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 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^*

Riverstone/Carlyle Renewable Energy Partners II, 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^*

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)

1. Name and Address of Reporting Person^*

Enviva Cottondale Acquisition I, LLC

(Last) (First) (Middle)

7200 WISCONSIN AVE.

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)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. On May 30, 2018, each subordinated unit representing limited partner interests in Enviva Partners, LP (the "Issuer") held by Enviva Cottondale Acquisition I, LLC ("Enviva Cottondale") converted into one common unit representing limited partner interests in the Partnership pursuant to the terms of the Issuer's First Amended and Restated Agreement of Limited Partnership.

2. This Form 4 is being filed jointly by R/C Renewable Energy GP II, L.L.C. ("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 Cottondale. 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 Enviva Cottondale.

3. 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, a subsidiary of Holdings, owned directly by Enviva Cottondale, but disclaim such beneficial ownership except to the extent of their respective pecuniary interest therein.

4. Holdings may be deemed to be a director by deputization as a result of the ability of Enviva MLP Holdco, LLC, Holdings' wholly owned subsidiary, to appoint the directors of Enviva Partners GP, LLC.

	ENVIVA HOLDINGS, LP By: Enviva Holdings GP, LLC, its general partner By: /s/ Jason E. Paral Name: Jason E. Paral Title: Vice President, Associate General Counsel and Secretary	05/30/2018
	ENVIVA HOLDINGS GP, LLC By: /s/ Jason E. Paral Name: Jason E. Paral Title: Vice President, Associate General Counsel and Secretary	05/30/2018
	ENVIVA COTTONDALE ACQUISITION I, LLC By: /s/ Jason E. Paral Name: Jason E. Paral Title: Vice President, Associate General Counsel and Secretary	05/30/2018
	R/C WOOD PELLET INVESTMENT PARTNERSHIP, L.P. By:Riverstone/Carlyle Renewable Energy Partners II, L.P., its general partner By:R/C Renewable Energy GP II, L.L.C., its general partner By:/s/ Peter Haskopoulos Name:Peter Haskopoulos Title:Authorized Person	05/30/2018
	RIVERSTONE/CARLYLE RENEWABLE ENERGY PARTNERS II, L.P. By: R/C Renewable Energy GP II, L.L.C., its general partner By: /s/ Peter Haskopoulos Name: Peter Haskopoulos Title: Authorized Person	05/30/2018
	R/C RENEWABLE ENERGY GP II, L.L.C. By: /s/ Peter Haskopoulos Name: Peter Haskopoulos Title: Authorized Person	05/30/2018
	** Signature of Reporting Person	Date
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