SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Riverstone Echo GP, LLC

(Last)

(First)

(Middle)

712 FIFTH AVENUE

36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Enviva Inc. [ 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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2022

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/25/2022		A4	103,302⁽¹⁾	A	⁽⁵⁾	28,262,452	I	See Footnotes⁽⁶⁾⁽⁷⁾
Common Stock	05/27/2022		A4	98,042⁽²⁾	A	⁽⁵⁾	28,262,452	I	See Footnotes⁽⁶⁾⁽⁷⁾
Common Stock	08/26/2022		A4	116,438⁽³⁾	A	⁽⁵⁾	28,262,452	I	See Footnotes⁽⁶⁾⁽⁷⁾
Common Stock	11/25/2022		A4	146,747⁽⁴⁾	A	⁽⁵⁾	28,262,452	I	See Footnotes⁽⁶⁾⁽⁷⁾

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Riverstone Echo GP, LLC

(Last)

(First)

(Middle)

712 FIFTH AVENUE

36TH FLOOR

(Street)

NEW YORK

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

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Riverstone ECF GP, LLC

(Last)

(First)

(Middle)

712 FIFTH AVENUE

36TH FLOOR

(Street)

NEW YORK

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

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

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

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Riverstone Echo PF Holdings, L.P.

(Last)

(First)

(Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. Includes 103,302 shares of the Issuer's Common Stock, par value $0.001 per share (the "Common Stock") issued in respect of reinvested dividends pursuant to the Support Agreement, dated October 14, 2021, by and among Enviva Partners, LP, the persons set forth on Schedule I attached thereto and the other parties named therein (the "Support Agreement") on February 25, 2022 of which 49,888 shares were issued to Riverstone Echo Continuation Holdings, L.P. ("Echo Continuation Holdings"), 9,307 shares were issued to Riverstone Echo Rollover Holdings, L.P. ("Echo Rollover Holdings"), and 44,107 shares were issued to Riverstone Echo PF Holdings, L.P. ("PF Holdings").

2. Includes 98,042 shares of Common Stock issued in respect of reinvested dividends pursuant to the Support Agreement on May 27, 2022 of which 47,347 shares were issued to Echo Continuation Holdings, 8,834 shares were issued to Echo Rollover Holdings, and 41,861 shares were issued to PF Holdings.

3. Includes 116,438 shares of Common Stock issued in respect of reinvested dividends pursuant to the Support Agreement on August 26, 2022 of which 56,231 shares were issued to Echo Continuation Holdings, 10,491 shares were issued to Echo Rollover Holdings, and 49,716 shares were issued to PF Holdings.

4. Includes 146,747 shares of Common Stock issued in respect of reinvested dividends pursuant to the Support Agreement on November 25, 2022 of which 70,868 shares were issued to Echo Continuation Holdings, 13,222 shares were issued to Echo Rollover Holdings, and 62,657 shares were issued to PF Holdings.

5. Issued in connection with each reporting person's obligations to reinvest quarterly cash dividends pursuant to the Support Agreement, to which the reporting persons are parties.

6. 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").

7. 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 Holdings LLC, Riverstone Management Group, L.L.C., Riverstone/Gower Mgmt Co Holdings, L.P., David M. Leuschen, and Pierre F. Lapeyre are filing a separate Form 5.

	RIVERSTONE ECHO GP, LLC By: /s/ Peter Haskopoulos, Managing Director	02/14/2023
	RIVERSTONE ECHO PARTNERS, L.P. By: Riverstone Echo GP, LLC, its general partner, By: /s/ Peter Haskopoulos, Managing Director	02/14/2023
	RIVERSTONE ECF GP, LLC By: /s/ Peter Haskopoulos, Managing Director	02/14/2023
	RIVERSTONE ECHO ROLLOVER GP, LLC By: /s/ Peter Haskopoulos, Managing Director	02/14/2023
	RIVERSTONE ECHO ROLLOVER HOLDINGS, L.P. By: Riverstone Echo Rollover GP, LLC, its general partner, By: /s/ Peter Haskopoulos, Managing Director	02/14/2023
	RIVERSTONE ECHO CONTINUATION HOLDINGS, L.P. By: Riverstone ECF GP, LLC, its general partner, By: /s/ Peter Haskopoulos, Managing Director	02/14/2023
	RIVERSTONE ECHO PF HOLDINGS, L.P. By: Riverstone ECF GP, LLC, its general partner, By: /s/ Peter Haskopoulos, Managing Director	02/14/2023
	** 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).
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SEC Form 5 filed by Riverstone Echo Gp, Llc