SEC FORM 3

SEC FORM 3 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^*

INCLUSIVE CAPITAL PARTNERS, L.P.

(Last)

(First)

(Middle)

1170 GORGAS AVENUE

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2023

3. Issuer Name and Ticker or Trading Symbol
Enviva Inc. [ EVA ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	7,598,710	I	See footnotes⁽¹⁾⁽⁶⁾
Common Stock	9,544	I	See footnotes⁽²⁾⁽⁶⁾
Common Stock	5,374	I	See footnotes⁽³⁾⁽⁶⁾

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)
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	3,463⁽⁴⁾	0	I	See footnotes⁽⁴⁾⁽⁶⁾
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	3,463⁽⁵⁾	0	I	See footnotes⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. The securities reported herein are held by certain funds (the "In-Cap Funds") managed by Inclusive Capital Partners, L.P., a Delaware limited partnership, ("In-Cap" or the "Reporting Person") to which In-Cap acts as investment manager. Mr. Jeffrey W. Ubben ("Mr. Ubben") indirectly controls In-Cap.

2. Represents shares of Common Stock held by Mr. Ubben, which he is deemed to hold for the benefit of the In-Cap Funds and indirectly for the benefit of In-Cap, and may, after vesting, if applicable, transfer the shares of Common Stock directly to the In-Cap Funds.

3. Represents shares of Common Stock held by Ms. Eva Zlotnicka, a Founder and Managing Partner at In-Cap, ("Ms. Zlotnicka"), which she is deemed to hold for the benefit of the In-Cap Funds and indirectly for the benefit of In-Cap, and may, after vesting, if applicable, transfer the shares of Common Stock directly to the In-Cap Funds.

4. Represents restricted stock units awarded to Mr. Ubben, which he is deemed to hold for the benefit of the In-Cap Funds and indirectly for the benefit of In-Cap, and may, after vesting, if applicable, transfer the restricted stock units directly to the In-Cap Funds. Each restricted stock unit is the economic equivalent of one share of Common Stock and includes a tandem grant of a dividend equivalent right entitling the holder to receive an amount in cash equal to the value of any cash dividends paid to the holders of the Issuer's Common Stock during the period in which the restricted stock is outstanding. The restricted stock units will vest on the first anniversary of the date of grant as long as Mr. Ubben continues to serve as a member of the board of directors of the Issuer through such date, and may be settled in either cash or shares of Common Stock.

5. Represents restricted stock units awarded to Ms. Zlotnicka, which she is deemed to hold for the benefit of the In-Cap Funds and indirectly for the benefit of In-Cap, and may, after vesting, if applicable, transfer the restricted stock units directly to the In-Cap Funds. Each restricted stock unit is the economic equivalent of one share of Common Stock and includes a tandem grant of a dividend equivalent right entitling the holder to receive an amount in cash equal to the value of any cash dividends paid to the holders of the Issuer's Common Stock during the period in which the restricted stock is outstanding. The restricted stock units will vest on the first anniversary of the date of grant as long as Ms. Zlotnicka continues to serve as a member of the board of directors of the Issuer through such date, and may be settled in either cash or shares of Common Stock.

6. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

Remarks:

In-Cap may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Ubben currently serves on the board of directors of the Issuer. Ms. Zlotnicka also serves on the board of directors of the Issuer.

	Inclusive Capital Partners, L.P. /s/ Anne Sullivan, Chief Operating Officer	06/20/2023
	** 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 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.

SEC Form 3: New insider Inclusive Capital Partners, L.P. claimed ownership of 7,613,628 shares