Statement of Changes in Beneficial Ownership (4)
21 Giugno 2023 - 12:01PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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RIVERSTONE HOLDINGS LLC |
2. Issuer Name and Ticker or Trading Symbol
Enviva Inc.
[
EVA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O RIVERSTONE HOLDINGS LLC, 712 FIFTH AVENUE, 36TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/15/2023 |
(Street)
NEW YORK, NY 10019 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/15/2023 | | C | | 3977723 (1) | A | (2) | 32416420 | I | See Footnotes (3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Series A Preferred Stock | (2) | 6/15/2023 | | C | | | 3977723 | (2) | (2) | Common Stock | 3977723 | $0 | 0 | I | See Footnotes (3)(4) |
Explanation of Responses: |
(1) | Includes 1,969,002 shares of Common Stock, par value $0.001 (the "Common Stock"), of Enviva Inc. (the "Issuer") held by Riverstone Echo Continuation Holdings, L.P. ("Echo Continuation Holdings"), 267,869 shares of Common Stock held by Riverstone Echo Rollover Holdings, L.P. ("Echo Rollover Holdings"), and 1,740,852 shares of Common Stock held by Riverstone Echo PF Holdings, L.P. ("PF Holdings"). |
(2) | Each share of Series A Preferred Stock ("Preferred Share") was convertible into one share of Common Stock of the Issuer, subject to adjustment for any stock dividends, splits, combinations and similar events. The conversion of the Preferred Shares to shares of Common Stock of the Issuer occurred automatically on June 15, 2023 upon stockholder approval of a proposal to issue Common Stock upon conversion of the Preferred Shares for purposes of Rule 312.03 of the New York Stock Exchange Listed Company Manual. |
(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"). |
(4) | ECF GP is the general partner of each of Echo Continuation Holdings and PF Holdings. Echo Rollover GP is the general partner of Echo Rollover Holdings. 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 Echo Continuation Holdings, Echo Rollover Holdings, and PF Holdings. Each such entity or person disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. |
Remarks: Due to limitations of the electronic filing system, Riverstone Echo GP, LLC, Riverstone Echo Partners, L.P., Riverstone ECF GP, LLC, Riverstone Echo Rollover GP, LLC, Riverstone Echo Rollover Holdings, L.P., Riverstone Echo Continuation Holdings, L.P., and Riverstone Echo PF Holdings, L.P. are filing a separate Form 4. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
RIVERSTONE HOLDINGS LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019 | X | X |
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Riverstone Management Group, L.L.C. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019 | X | X |
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Riverstone/Gower Mgmt Co Holdings, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019 | X | X |
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LEUSCHEN DAVID M C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019 | X | X |
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LAPEYRE PIERRE F JR C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019 | X | X |
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Signatures
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RIVERSTONE HOLDINGS LLC By: /s/ Peter Haskopoulos, Authorized Person | | 6/20/2023 |
**Signature of Reporting Person | Date |
RIVERSTONE MANAGEMENT GROUP, L.L.C. By: /s/ Peter Haskopoulos, Manager | | 6/20/2023 |
**Signature of Reporting Person | Date |
RIVERSTONE/GOWER MGMT CO HOLDINGS, L.P. By: /s/ Peter Haskopoulos, Manager | | 6/20/2023 |
**Signature of Reporting Person | Date |
David M. Leuschen By: /s/ Peter Haskopoulos | | 6/20/2023 |
**Signature of Reporting Person | Date |
Pierre F. Lapeyre, Jr. By: /s/ Peter Haskopoulos | | 6/20/2023 |
**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 4(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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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