SC 13D/A 1 p22-1062sc13da.htm ENVIVA INC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

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)

March 7, 2022
(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/A

Page 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 5,217,550*
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 5,217,550*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,217,550*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
14	TYPE OF REPORTING PERSON PN, IA

* As disclosed in Item 5(b), includes 5,254 shares of Common Stock held by Mr. Ubben for the benefit of In-Cap and the In-Cap Funds.

CUSIP No. 29415B1035

SCHEDULE 13D/A

Page 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 5,217,550*
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 5,217,550*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,217,550*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
14	TYPE OF REPORTING PERSON IN

* As disclosed in Item 5(b), includes 5,254 shares of Common Stock held by Mr. Ubben for the benefit of In-Cap and the In-Cap Funds.

CUSIP No. 29415B1035

SCHEDULE 13D/A

Page 4 of 6 Pages

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned ("Amendment No. 3"). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D, as amended. This Amendment No. 3 amends Items 4 and 5(a)-(c) as set forth below.

Item 4.	PURPOSE OF TRANSACTION

	Item 4 of the Schedule 13D is hereby amended and supplemented to add the following:

	In-Cap, which has been invested in the Issuer since 2018, currently holds 5,217,550 shares of Common Stock (including 5,254 shares of Common Stock held by Mr. Ubben for the benefit of In-Cap and the In-Cap Funds as described in Item 5(b) below). Notwithstanding recent portfolio management-related sales, In-Cap’s current position in the Issuer is currently its largest position in its portfolio. In-Cap continues to have representation on the board of directors of the Issuer, including Eva Zlotnicka’s appointment in December 2021. The Reporting Persons remain excited by and supportive of the Issuer's mission.

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 66,558,919 shares of Common Stock outstanding as of February 28, 2022, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed by the Issuer with the SEC on March 4, 2022.

(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 5,254 shares of Common Stock directly, which shares were issued to Mr. Ubben upon vesting of the 5,254 previously reported Phantom Units that were issued to Mr. Ubben for his service on the board of directors of the general partner of the Partnership. Mr Ubben holds such 5,254 shares of Common Stock for the benefit of In-Cap and the In-Cap Funds.

(c)	Other than as disclosed in Schedule A, no transactions in the Common Stock were effected in the past sixty (60) days by the Reporting Persons.

CUSIP No. 29415B1035

SCHEDULE 13D/A

Page 5 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: March 8, 2022

	Inclusive Capital Partners, L.P.

	By:	/s/ Philippe B. Pradel
	Name:	Philippe B. Pradel
	Title:	Chief Compliance Officer


	/s/ Jeffrey W. Ubben
	JEFFREY W. UBBEN

CUSIP No. 29415B1035

SCHEDULE 13D/A

Page 6 of 6 Pages

Schedule A

This Schedule sets forth information with respect to each purchase and sale of shares of Common Stock effectuated by the Reporting Persons during the past sixty (60) days. All transactions were effectuated in the open market through a broker.

Trade Date	Shares Purchased (Sold)	Price Per Share ($)

03/07/2022	(40,000)	79.79
03/07/2022	(461,691)	75.00

SEC Form SC 13D/A filed by Enviva Inc. (Amendment)