Enviva SC 13G Beneficial ownership report

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G*

(Rule 13d-102)

INFORMATION TO BE INCLUDED

IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND

(d) AND AMENDMENTS THERETO

FILED PURSUANT TO RULE 13d-2

(AMENDMENT NO. )*

Enviva Partners, LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

29414J107

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

X Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

*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 the disclosures provided in a prior cover page. Beneficial ownership information contained herin is given as of the date listed above.

The information required in 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).

1	NAMES OF REPORTING PERSONS
	ValueAct Capital Management, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)X
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			2,104,261

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			2,104,261

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,104,261

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	ValueAct Capital Management, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)X
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			2,104,261

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			2,104,261

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,104,261

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	00 (LLC)

1	NAMES OF REPORTING PERSONS
	ValueAct Holdings II, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)X
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			2,104,261

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			2,104,261

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,104,261

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	ValueAct Holdings GP, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)X
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			2,104,261

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			2,104,261

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,104,261

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	00 (LLC)

SCHEDULE 13G

This Schedule 13G relating to common units (“Common Units”) of Enviva Partners, L.P., a limited partnership formed in Delaware (the “Limited Partnership”), is being filed on behalf of ValueAct Capital Management, L.P., ValueAct Capital Management, LLC, ValueAct Holdings II, L.P., and ValueAct Holdings GP, LLC (collectively, the “Reporting Persons”).

This Schedule 13G relates to Common Units of the Limited Partnership held for the account of ValueAct Spring Master Fund, L.P., for which ValueAct Capital Management, L.P. acts as investment manager. ValueAct Management, LLC is the general partner of ValueAct Capital Management, L.P. ValueAct Holdings II, L.P. is the majority owner of the membership interests of ValueAct Management, LLC and ValueAct Holdings GP, LLC is the general partner of ValueAct Holdings II, L.P.

The filing of this Schedule 13G shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the Common Shares reported herein. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of its pecuniary interest in any shares of Common Units, if applicable.

Item 1(a).

Name of Issuer:

Enviva Partners, LP

Item 1(b).

Address of Issuer's Principal Executive Offices:

7200 Wisconsin Ave, Suite 1000, Bethesda, Maryland 20814.

Item 2(a).

Name of Person Filing:

ValueAct Capital Management, L.P.

ValueAct Capital Management, LLC

ValueAct Holdings II, L.P.

ValueAct Holdings GP, LLC

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The address of the principal business and principal office of each of the Reporting Persons is One Letterman Drive, Building D, Fourth Floor, San Francisco, CA 94129.

Item 2(c).

Citizenship:

ValueAct Capital Management, L.P. is a limited partnership organized under the laws of the State of Delaware.

ValueAct Capital Management, LLC is a limited liability company organized under the laws of the State of Delaware.

ValueAct Holdings II, L.P. is a limited partnership organized under the laws of the State of Delaware.

ValueAct Holdings GP, LLC is a limited liability company organized under the laws of the State of Delaware.

Item 2(d).

Title of Class of Securities:

Common Units

Item 2(e).

CUSIP Number:

29414J107

Item 3.

If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or

240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

(a)

☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

X Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

(f)

☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

(g)

X Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

(h)

☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);

(k)

☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ .

Item 4.

Ownership.

(a)

Amount beneficially owned:

ValueAct Capital Management, L.P. may be deemed beneficial owner of 2,104,261 common units.

ValueAct Capital Management, LLC may be deemed beneficial owner of 2,104,261 common units.

ValueAct Holdings II, L.P. may be deemed beneficial owner of 2,104,261 common units.

ValueAct Holdings GP, LLC may be deemed beneficial owner of 2,104,261 common units.

(b)

Percent of class:

The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person. The percentages reported herein are calculated on the basis of there being 33,456,811 shares of Common Units outstanding as of October 25, 2019, as reported in the Quarterly Report on Form 10-Q filed by the Limited Partnership with the SEC on October 31, 2019.

(c)

Number of shares as to which the person has:

Enviva (EVVAQ) SC 13GBeneficial ownership report