Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


          Standard; Transfer of Listing.

On December 31, 2021, Enviva notified the New York Stock Exchange (the "NYSE") that the Certificate of Conversion had been filed with the Secretary of State of the State of Delaware. At the Effective Time, each of the common units representing limited partner interests in the Partnership ("Common Units") outstanding immediately prior to the Effective Time converted into one issued and outstanding, fully paid and nonassessable share of common stock of the Company, $0.001 par value per share ("Common Stock").

As of the open of business on January 3, 2022, the Common Units will cease trading on the NYSE, and the Common Stock will commence trading on the NYSE under the ticker symbol "EVA." Enviva expects the NYSE to file with the U.S. Securities and Exchange Commission (the "SEC") an application on Form 25 on January 3, 2022, to report that the Common Units are discontinued for trading on the NYSE.

Item 3.03 Material Modification to Rights of Security Holders.

The Certificate of Incorporation and Bylaws of Enviva went into effect at the Effective Time. As previously reported in the "Description of Enviva Inc.'s Capital Stock" and "Comparison of the Rights of Stockholders and Unitholders" sections of the definitive proxy statement filed by Enviva on November 22, 2021 (the "Proxy Statement"), certain of the rights associated with Common Stock are different from the rights associated with Common Units. The information set forth in the "Description of Enviva Inc.'s Capital Stock" and "Comparison of the Rights of Stockholders and Unitholders" sections of the Proxy Statement is incorporated by reference into this Item 3.03.

To the extent applicable, the disclosures set forth in (i) Item 3.01 above regarding the conversion of the Common Units into Common Stock, (ii) Item 5.03 below regarding the Certificate of Conversion, Certificate of Incorporation, and Bylaws, and (iii) Item 8.01 below regarding the Conversion are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.




As a result of the Conversion, the business and affairs of the Company will be
overseen by the board of directors of the Company (the "Board"), rather than
Enviva Partners GP, LLC ("Enviva GP"), which oversaw the business and affairs of
the Partnership as its general partner prior to the Conversion. The Board will
consist of the persons listed below. The Board will also have the following
committees: Audit Committee, Compensation Committee, Nominating and Corporate
Governance Committee, and Health, Safety, Sustainability, and Environmental
Committee.



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Directors of the Company



Directors(1)                               Committee(s)
John K. Keppler                            -
Ralph Alexander*                          Nominating and Corporate Governance
John C. Bumgarner, Jr.*                   Audit; Compensation
Martin N. Davidson*^                      Health, Safety, Sustainability, and
                                          Environmental
Jim H. Derryberry*                        -
Fauzul Lakhani*^                          Nominating and Corporate Governance

Gerrit ("Gerrity") L. Lansing, Jr.* Health, Safety, Sustainability, and


                                          Environmental
Pierre F. Lapeyre, Jr.*                   Compensation
David M. Leuschen*                        -
Jeffrey W. Ubben*                         Compensation
Gary L. Whitlock*                         Audit
Janet S. Wong*                            Audit; Nominating and Corporate
                                          Governance
Eva T. Zlotnicka*^                        Health, Safety, Sustainability, and
                                          Environmental

*Indicates independent for NYSE purposes.

^Appointed as a director of the Company in connection with the Conversion and did not previously serve as a director on the board of directors of Enviva GP.

(1) Prior to the Conversion, William K. Reilly served as a director on the board of directors of Enviva GP. Mr. Reilly was not appointed as a director of the Company in connection with the Conversion.

As noted above, Messrs. Davidson and Lakhani and Ms. Zlotnicka were appointed as directors of the Company in connection with the Conversion. The remaining directors of the Company served on the board of directors of Enviva GP immediately prior to the Effective Time and will continue to serve as directors of the board of directors of the Company.





Appointment of Dr. Davidson

There are no relationships between Dr. Davidson and the Company that would require disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Dr. Davidson will receive compensation for his services as director consistent with that provided to other non-employee directors, as described in Part III, Item 11. "Executive Compensation-Director Compensation" of the Partnership's Annual Report on Form 10-K for the year ended December 31, 2020.

Dr. Davidson entered into an Indemnification Agreement in connection with the Conversion as discussed more fully in Item 8.01 which is incorporated by reference into this Item 5.02.





Appointment of Mr. Lakhani

Mr. Lakhani is a Principal of Riverstone Holdings LLC. Please see "Certain Relationships and Related Transactions and Director Independence" contained in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2020 for information regarding agreements between the Partnership and affiliates of Riverstone Holdings LLC. There are no other relationships between Mr. Lakhani and the Company that would require disclosure under Item 404(a) of Regulation S-K of the Exchange Act.





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Mr. Lakhani will receive compensation for his services as director consistent with that provided to other non-employee directors, as described in Part III, Item 11. "Executive Compensation-Director Compensation" of the Partnership's Annual Report on Form 10-K for the year ended December 31, 2020.

Mr. Lakhani entered into an Indemnification Agreement in connection with the Conversion as discussed more fully in Item 8.01 which is incorporated by reference into this Item 5.02.





Appointment of Ms. Zlotnicka

Ms. Zlotnicka is a Founder, Managing Partner, President, and member of the Management Committee of Inclusive Capital Partners. There are no other relationships between Ms. Zlotnicka and the Company that would require disclosure under Item 404(a) of Regulation S-K of the Exchange Act.

Ms. Zlotnicka will receive compensation for her services as director consistent with that provided to other non-employee directors, as described in Part III, Item 11. "Executive Compensation-Director Compensation" of the Partnership's Annual Report on Form 10-K for the year ended December 31, 2020.

Ms. Zlotnicka entered into an Indemnification Agreement in connection with the Conversion as discussed more fully in Item 8.01 which is incorporated by reference into this Item 5.02.

Executive Officers of the Company

The executive officers of the Company immediately prior to the Effective Time . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal


          Year.

On December 27, 2021, to implement the Conversion, Jason E. Paral, in his capacity as Vice President, Associate General Counsel, and Secretary of the Partnership, filed the Certificate of Conversion with the Secretary of State of the State of Delaware, and Enviva GP, in its capacity as the sole incorporator of the Company, filed the Certificate of Incorporation with the Secretary of State of the State of Delaware. The Conversion became effective at the Effective Time, whereupon the Partnership converted to the Company pursuant to a plan of conversion, and the Certificate of Incorporation and the Bylaws of the Company became effective.

The full text of the Certificate of Conversion, Certificate of Incorporation, and Bylaws are filed herewith as Exhibits 3.1, 3.2, and 3.3 and are incorporated herein by reference.





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Item 7.01 Regulation FD Disclosure.

On January 3, 2022, the Company issued a press release announcing the completion of the Conversion, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in Item 7.01 of this Current Report, including Exhibit 99.1, is being "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.




Item 8.01 Other Events.

In accordance with Rule 12g-3(a) under the Exchange Act, the Company is a successor registrant to the Partnership and thereby subject to the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder. The shares of Common Stock of the Company, as the successor registrant to the Partnership, are deemed to be registered under Section 12(b) of the Exchange Act.

Holders of uncertificated units of the Partnership immediately prior to the Conversion continued as holders of uncertificated stock of the Company upon effectiveness of the Conversion.





Indemnification Agreements

In connection with the Conversion, the Company entered into indemnification agreements with each of its directors and executive officers (the "Indemnification Agreements"). The Indemnification Agreements require the Company to indemnify each such individual to the fullest extent permitted under Delaware law against liability that may arise by reason of such individual's service to the Company, and to advance expenses incurred as a result of any proceeding against such individual as to which he or she could be indemnified.

The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits






(d)    Exhibits



 Number                              Exhibit Description
  3.1        Certificate of Conversion of Enviva Partners, LP.
  3.2        Certificate of Incorporation of Enviva Inc.
  3.3        Bylaws of Enviva Inc.
  10.1       Enviva Inc. Long Term Incentive Plan.
  10.2       Enviva Inc. Annual Incentive Compensation Plan.
  10.3       Form of Indemnification Agreement.
  99.1       Press Release dated January 3, 2022.
           The Cover Page from this Current Report on Form 8-K, formatted in
  104      Inline XBRL.




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