Enviva Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

AIPCF VIII (Cayman), Ltd.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE, 40TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/06/2024

3. Issuer Name and Ticker or Trading Symbol
Enviva, LLC [ EVVAQ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	32,230,491	I	See footnote⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

AIPCF VIII (Cayman), Ltd.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE, 40TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AIPCF VIII (Cayman), L.P.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE, 40TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

A-ENV Funding LP

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE, 40TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

A-ENV Funding GP, LLC

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE, 40TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AIPCF VIII Global Corp Holding LP

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE, 40TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lightship Capital III LP

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE, 40TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lightship Capital III GP, LLC

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE, 40TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AIPCF VIII Credit Opportunity Holding LP

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE, 40TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. Consists of shares of Common Stock (as defined below) issued by Enviva Inc., a Delaware corporation (the "Issuer"), to Lightship Capital III LP, a Delaware limited partnership ("Lightship III"). Lightship Capital III GP, LLC, a Delaware limited liability company ("Lightship GP"), is the general partner of Lightship III. AIPCF VIII Credit Opportunity Holding LP, a Delaware limited partnership ("COH"), is the sole member of Lightship GP. AIPCF VIII (Cayman), L.P., a Cayman Islands exempted limited partnership ("AIP VIII Cayman GP"), is the general partner of COH.

2. AIPCF VIII (Cayman), Ltd., a Cayman Islands company ("AIP VIII GP"), is the general partner of AIP VIII Cayman GP. Any action by AIP VIII GP with respect to the shares of Common Stock, including voting and dispositive decisions, requires a unanimous vote of the four directors of AIP VIII GP, Mr. Dino Cusumano, Mr. Kim Marvin, Mr. John Becker, and Mr. Justin Fish. Pursuant to a contribution agreement entered into by the Reporting Persons (as defined below) on the Effective Date (as defined below), Lightship III immediately transferred all of its interests in Enviva, LLC to A-ENV Funding LP, a Cayman Islands exempted limited partnership ("A-ENV Funding"), through a series of deemed in kind contributions and distributions.

3. A-ENV Funding GP, LLC, a Cayman Islands limited liability company ("A-ENV GP"), is the general partner of A-ENV Funding. AIPCF VIII Global Corp Holding LP, a Cayman Islands exempted limited partnership ("Global Corp Holding"), is the sole member of A-ENV GP. AIP VIII Cayman GP is the general partner of Global Corp Holding. As a result of the relationships described above, each of Lightship GP, COH, A-ENV Funding, A-ENV GP, Global Holding Corp, AIP VIII Cayman GP, and AIP VIII GP (collectively, the "Reporting Persons") and the individual directors of AIP VIII GP may be deemed to share beneficial ownership of securities issued to Lightship III. Each of the directors disclaims beneficial ownership of any securities beneficially owned by the Reporting Persons, except to the extent of any pecuniary interest therein. The Reporting Persons disclaim status a "group" within the meaning of Rule 13d-5 of the Exchange Act.

Remarks:

On March 12, 2024, the Issuer and certain of its subsidiaries (collectively, the "Debtors") filed voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court (the "Bankruptcy Court"). On November 14, 2024, the Bankruptcy Court confirmed the Debtors' Amended and Restated Joint Chapter 11 Plan of Reorganization of Enviva Inc. and Its Debtor Affiliates, dated as of October 4, 2024 (the "Plan"), and on December 6, 2024 (the "Effective Date"), the Plan became effective and the Debtors emerged from bankruptcy. Pursuant to the terms of the Plan, on the Effective Date, (i) Lightship III purchased 12,836,382 shares of the Issuer's common stock, par value $0.0001 (the "Common Stock") pursuant to the rights offering (the "Rights Offering") under the Plan at a price of $7.06 per share, (ii) Lightship III purchased 234,428 shares of Common Stock from the Issuer in satisfaction of its backstop commitment in connection with the Rights Offering and received from the Issuer a commitment premium of 1,511,182 shares of Common Stock, each at a price of $7.06 per share and (iii) the Issuer issued 17,648,499 shares of Common Stock to Lightship III pursuant to the Plan in exchange for certain of its DIP Tranche A Claims (as defined by the Plan) at a price of $7.06 per share. On the Effective Date after the completion of the transactions described above, the Issuer converted from a Delaware corporation to a Delaware limited liability company, Enviva, LLC (the "LLC Conversion"). At the time of the LLC Conversion, all shares of Common Stock then outstanding were converted into limited liability company interests of Enviva, LLC. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	/s/ Stan Edme, Vice President, AIPCF VIII (Cayman), Ltd.	12/16/2024
	/s/ Stan Edme, Vice President, AIPCF VIII (Cayman), Ltd., general partner of AIPCF VIII (Cayman), L.P.	12/16/2024
	/s/ Stan Edme, Vice President, A-ENV Funding GP, LLC, general partner of A-ENV Funding LP	12/16/2024
	/s/ Stan Edme, Vice President, A-ENV Funding GP, LLC	12/16/2024
	/s/ Stan Edme, Vice President, AIPCF VIII (Cayman), Ltd., general partner of AIPCF VIII (Cayman), L.P., general partner of AIPCF VIII Global Corp Holding LP	12/16/2024
	/s/ Stan Edme, Vice President, Lightship Capital III GP, LLC, general partner of Lightship Capital III LP	12/16/2024
	/s/ Stan Edme, Vice President, Lightship Capital III GP, LLC	12/16/2024
	/s/ Stan Edme, Vice President, AIPCF VIII (Cayman), Ltd., general partner of AIPCF VIII (Cayman), L.P., general partner of AIPCF VIII Credit Opportunity Holding LP	12/16/2024
	** 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 5 (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 Number.

Enviva (EVVAQ) Form 3Initial statement of insider ownership