SEC Form 4 · accession 0001209191-15-038621
Enviva Partners, LP · EVA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
R/C Renewable Energy GP II, L.L.C.
10% Owner
Enviva Holdings GP, LLC
10% Owner
Enviva MLP Holdco, LLC
10% Owner
Enviva Holdings, LP
Director · 10% Owner
Period of report
May 4, 2015
Accepted (ET)
May 4, 2015 · 7:32 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001592057
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common units representing limited partner interestsF1,F2 | May 4, 2015 | A | 405,138 | — | A | 405,138 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Units RightF1,F3 | $20.00 | May 4, 2015 | J | 1,500,000 | D | — | — | Common units | 1,500,000 | 0 | D |
Explanation of responses
- F1This 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.
- F2Pursuant 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.
- F3On 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.