Sec Form 13D Filing - VA Partners I LLC filing for ENVIVA INC (EVVAQ) - 2020-08-04

UNITED STATES

(Amendment No. 2)

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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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).

2

*See Item 3

**See Item 2 and 5

3

*See Item 3

**See Item 2 and 5

4

*See Item 3

**See Item 2 and 5

5

*See Item 3

**See Item 2 and 5

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ValueAct Holdings II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	X
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)*
	00*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			0**
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

7

*See Item 3

**See Item 2 and 5

8

 

     This statement is filed jointly by (a) VA Partners I, LLC ("VA Partners I"), (b) ValueAct Capital Management, L.P. ("ValueAct Management L.P."), (c) ValueAct Capital Management, LLC ("ValueAct Management LLC"), (d) ValueAct Holdings, L.P. ("ValueAct Holdings"), (e) ValueAct Holdings II, L.P. ("ValueAct Holdings II"), and (f) ValueAct Holdings GP, LLC ("ValueAct Holdings GP"), (collectively, the "Reporting Persons").

     VA Partners I is a Delaware limited liability company.  VA Partners I no longer serves as the General Partner (the “GP Change”) of Inclusive Capital Partners Spring Master Fund, L.P. (f/k/a/ ValueAct Spring Master Fund, L.P.) (“Spring Fund”). ValueAct Management L.P. is a Delaware limited partnership.  ValueAct Management L.P. no longer renders management services to Spring Fund (the “Management Termination”). As a result of the GP Change and Management Termination, each of VA Partners I, ValueAct Management L.P., ValueAct Management LLC, a Delaware limited liability company and the General Partner to ValueAct Management L.P., ValueAct Holdings, a Delaware limited partnership and the majority owner of the membership interests of VA Partners I, ValueAct Holdings II, the sole owner of the limited partnership interests of ValueAct Management L.P. and the membership interests of ValueAct Management LLC, and ValueAct Holdings GP, a Delaware limited liability company and the General Partner to ValueAct Holdings and ValueAct Holdings II, no longer beneficially owns any securities of the Issuer.

     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.

     (d) and (e). None of the Reporting Persons has during the past five years been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     The response to Item 2 of this Schedule 13D is incorporated herein by reference.