SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 

Enviva Inc.

(Name of Issuer)
 

Common stock, par value $0.001 per share

(Title of Class of Securities)
 

29415B1035

(CUSIP Number)
 
Philippe B. Pradel
Inclusive Capital Partners, L.P.
1170 Gorgas Avenue
San Francisco, CA 94129
 
Eleazer Klein, Esq.
Adriana Schwartz, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

June 15, 2023

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

 

(Page 1 of 6 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 29415B1035

SCHEDULE 13D/APage 2 of 6 Pages

 

1

NAME OF REPORTING PERSON

Inclusive Capital Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

7,608,254*

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

7,608,254*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,608,254*

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.2%

14

TYPE OF REPORTING PERSON

PN, IA

         

 

* As disclosed in Item 5(b), includes 9,544 shares of Common Stock held by Mr. Ubben for the benefit of In-Cap and the In-Cap Funds.

 

 

CUSIP No. 29415B1035

SCHEDULE 13D/APage 3 of 6 Pages

 

1

NAME OF REPORTING PERSON

Jeffrey W. Ubben

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

7,608,254*

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

7,608,254*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,608,254*

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.2%

14

TYPE OF REPORTING PERSON

IN

         

 

* As disclosed in Item 5(b), includes 9,544 shares of Common Stock held by Mr. Ubben for the benefit of In-Cap and the In-Cap Funds.

 

 

CUSIP No. 29415B1035

SCHEDULE 13D/APage 4 of 6 Pages

 

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D, as amended. This Amendment No. 5 amends Items 5(a)-(c) and 6 as set forth below.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  Items 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows:
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each Reporting Person. The percentages used in this Schedule 13D are calculated based upon 74,333,333 shares of Common Stock outstanding, which is the sum of (i) 67,727,662 shares of Common Stock outstanding as of April 28, 2023, as reported in the Issuer’s Quarterly Report for the quarterly period ended March 31, 2023 on Form 10-Q filed by the Issuer with the SEC on May 4, 2023, and (ii) 6,605,671 shares of Common Stock that were issued upon the conversion of the Preferred Shares, as reported in the Issuer’s Current Report on Form 8-K filed by the Issuer with the SEC on June 15, 2023.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
  Mr. Ubben holds 9,544 shares of Common Stock directly, which shares were issued to Mr. Ubben pursuant to stock award grants and upon vesting of previously reported restricted stock units that were issued to Mr. Ubben for his service on the board of directors of the Issuer and its predecessor. Mr. Ubben holds such 9,544 shares of Common Stock for the benefit of the In-Cap Funds and indirectly for the benefit of In-Cap, and may, after vesting, if applicable, transfer the shares of Common Stock directly to the In-Cap Funds.
   
(c) On June 15, 2023, upon stockholder approval of the conversion of the Issuer’s Preferred Shares, each of the 1,856,271 Preferred Shares held by the Reporting Persons automatically converted into one share of Common Stock (the “Preferred Shares Conversion”). Other than the Preferred Shares Conversion and the stock award granted to Mr. Ubben on April 26, 2023 and reported in Mr. Ubben’s Form 4 filed on April 27, 2023, no transactions in the shares of Common Stock were effected in the past sixty (60) days by the Reporting Persons.

 

 

 

CUSIP No. 29415B1035

SCHEDULE 13D/APage 5 of 6 Pages

 

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
   
 

Item 6 of the Schedule 13D is hereby amended and supplemented to add the following:

 

The information disclosed in Item 4 which is incorporated herein by reference.

 

On April 26, 2023, Mr. Ubben, was granted a stock award of 1,526 shares of Common Stock. As a result, Mr. Ubben holds a total of 9,544 shares of Common Stock directly. In addition, Mr. Ubben holds a total of 3,463 restricted stock units in consideration for his service on the board of directors of the Issuer. The restricted stock units will vest on the first anniversary of the date of grant as long Mr. Ubben continues to serve as a member of the board of directors of the Issuer through such date, and may be settled in either cash or shares of Common Stock. Mr. Ubben is deemed to hold such shares of Common Stock and restricted stock units for the benefit of the In-Cap Funds and indirectly for the benefit of In-Cap, and may, after vesting, if applicable, transfer the shares of Common Stock directly to the In-Cap Funds.

 

On April 26, 2023, Ms. Zlotnicka, was granted a stock award of 1,709 shares of Common Stock. As a result, Ms. Zlotnicka holds a total of 5,374 shares of Common Stock directly. In addition, Ms. Zlotnicka holds a total of 3,463 restricted stock units in consideration for her service on the board of directors of the Issuer. The restricted

stock units will vest on the first anniversary of the date of grant as long as Ms. Zlotnicka continues to serve as a member of the board of directors of the Issuer through such date, and may be settled in either cash or shares of Common Stock. Ms. Zlotnicka is deemed to hold such shares of Common Stock and restricted stock units for the benefit of the In-Cap Funds and indirectly for the benefit of In-Cap, and may, after vesting, if applicable, transfer the shares of Common Stock directly to the In-Cap Funds.

 

 

 

 

CUSIP No. 29415B1035

SCHEDULE 13D/APage 6 of 6 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 20, 2023

 

 

  Inclusive Capital Partners, L.P.
     
  By:

/s/  Anne Sullivan

  Name: Anne Sullivan
  Title: Chief Operating Officer
     
     
 

/s/  Jeffrey W. Ubben

  JEFFREY W. UBBEN
     
     
       

 

 

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