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*
Riverstone Echo GP, LLC

(Last) (First) (Middle)
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2020
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 13,586,375 I See footnotes(1)(2)(3)(4)
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
1. Name and Address of Reporting Person*
Riverstone Echo GP, 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 Echo Partners, 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 ECF GP, 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 Echo Rollover GP, 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 Echo Continuation 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 Echo Rollover 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 Enviva Holdings GP, LLC

(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. Effective July 22, 2020, R/C Wood Pellet Investment Partnership, L.P. transferred its interest in Enviva Holdings GP, LLC ("Holdings GP") to Riverstone Enviva Holdings GP, LLC ("Riverstone Enviva Holdings") (the "July 2020 Transfer"). As a result, Riverstone Enviva Holdings became the sole member of Holdings GP, which is the general partner of Enviva Holdings, LP ("Enviva Holdings"), which is the sole member of each of the Common Unit Holders (as defined below).
2. 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 Echo Continuation Holdings, L.P. ("Echo Continuation Holdings"). Echo Rollover GP is the general partner of Riverstone Echo Rollover Holdings, L.P. ("Echo Rollover Holdings"). Riverstone Enviva Holdings is managed by its members, Echo Continuation Holdings and Echo Rollover Holdings.
3. Following the July 2020 Transfer, Riverstone Enviva Holdings is the sole member of Holdings GP, which is the general partner of Enviva Holdings, which is the sole member of each of (i) Enviva Development Holdings, LLC ("Enviva Development Holdings"), which is the record holder of 1,681,237 common units representing limited partner interests of Enviva Partners, LP ("Common Units"), (ii) Enviva MLP Holdco, LLC ("Enviva MLP Holdco"), which is the record holder of 5,897,684 Common Units and a 100% limited liability company interest in Enviva Partners GP, LLC, the general partner of the Issuer, and (iii) Enviva Cottondale Acquisition I, LLC ("Enviva Cottondale" and, together with Development Holdings and Enviva MLP Holdco, the "Common Unit Holders") which is the record holder of 6,007,454 Common Units.
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 Common Unit Holders. 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, Pierre F. Lapeyre Jr., David M. Leuschen, Riverstone Management Group, L.L.C., Riverstone/Gower Mgmt Co Holdings, L.P., and Riverstone Holdings LLC are filing a separate Form 3.
RIVERSTONE ECHO GP, LLC By: /s/ Peter Haskopoulos Name: Peter Haskopoulos Title: Managing Director 07/22/2020
RIVERSTONE ECHO PARTNERS, L.P. By: Riverstone Echo GP, LLC, its general partner, By: /s/ Peter Haskopoulos Name: Peter Haskopoulos Title: Managing Director 07/22/2020
RIVERSTONE ECF GP, LLC By: /s/ Peter Haskopoulos Name: Peter Haskopoulos Title: Managing Director 07/22/2020
RIVERSTONE ECHO ROLLOVER GP, LLC By: /s/ Peter Haskopoulos Name: Peter Haskopoulos Title: Managing Director 07/22/2020
RIVERSTONE ECHO CONTINUATION HOLDINGS, L.P. By: Riverstone ECF GP, LLC, its general partner By: /s/ Peter Haskopoulos Name: Peter Haskopoulos Title: Managing Director 07/22/2020
RIVERSTONE ECHO ROLLOVER HOLDINGS, L.P. By: Riverstone Echo Rollover GP, LLC, its general partner By: /s/ Peter Haskopoulos Name: Peter Haskopoulos Title: Managing Director 07/22/2020
RIVERSTONE ENVIVA HOLDINGS GP, LLC By: /s/ Peter Haskopoulos Name: Peter Haskopoulos Title: Managing Director 07/22/2020
** 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 5 (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).
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