Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PRIVIA HEALTH GROUP, INC.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
74276R102
--------------------------------------------
(CUSIP Number)
December 29, 2023
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[] Rule 13d-1(b)
[] Rule 13d-1(c)
[X] 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.
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).
Page 1 of 30
-----------------------
CUSIP No. 74276R102 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
41,323
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
41,373
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
41,373
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
------------------------------------------------------------------------------
Page 2 of 30
-----------------------
CUSIP No. 74276R102 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS & CO. LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
41,323
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
41,373
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
41,373
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-OO-IA
------------------------------------------------------------------------------
Page 3 of 30
-----------------------
CUSIP No. 74276R102 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2013, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 4 of 30
-----------------------
CUSIP No. 74276R102 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 5 of 30
-----------------------
CUSIP No. 74276R102 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET 2013 L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 6 of 30
-----------------------
CUSIP No. 74276R102 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET 2013 OFFSHORE, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 7 of 30
-----------------------
CUSIP No. 74276R102 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
----------
--------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 8 of 30
-----------------------
CUSIP No. 74276R102 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2013 HOLDINGS, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 9 of 30
-----------------------
CUSIP No. 74276R102 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2013 OFFSHORE, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 10 of 30
-----------------------
CUSIP No. 74276R102 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 11 of 30
-----------------------
CUSIP No. 74276R102 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET 2013 HOLDINGS, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 12 of 30
Item 1(a). Name of Issuer:
PRIVIA HEALTH GROUP, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
950 North Glebe Road
Arlington, VA 22203
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN SACHS & CO. LLC
MBD 2013, L.P.
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
BRIDGE STREET 2013 L.P.
BRIDGE STREET 2013 OFFSHORE, L.P.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
MBD 2013 HOLDINGS, L.P.
MBD 2013 OFFSHORE, L.P.
MBD ADVISORS, L.L.C.
BRIDGE STREET 2013 HOLDINGS, L.P.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business office of each of the
Reporting Persons is:
200 West Street
New York, NY 10282
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN SACHS & CO. LLC - New York
MBD 2013, L.P. - Delaware
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. - Delaware
BRIDGE STREET 2013 L.P. - Delaware
BRIDGE STREET 2013 OFFSHORE, L.P. - Cayman Islands
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. - Delaware
MBD 2013 HOLDINGS, L.P. - Cayman Islands
MBD 2013 OFFSHORE, L.P. - Cayman Islands
MBD ADVISORS, L.L.C. - Delaware
BRIDGE STREET 2013 HOLDINGS, L.P. - Cayman Islands
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e). CUSIP Number:
74276R102
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(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).[_] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A 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
Rule 13d-1(b)(1)(ii)(J);
(k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii)
(A) through (K).
If filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
Page 13 of 30
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting persons have ceased to be
the beneficial owners of more than five percent of the class
of securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
NONE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
--------------------------
*In accordance with the Securities and Exchange Commission Release No.34-39538
(January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.
Page 14 of 30
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 04, 2024,
THE GOLDMAN SACHS GROUP, INC.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
MBD 2013, L.P.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
BRIDGE STREET 2013 L.P.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
BRIDGE STREET 2013 OFFSHORE, L.P.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
MBD 2013 HOLDINGS, L.P.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
MBD 2013 OFFSHORE, L.P.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
MBD ADVISORS, L.L.C.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
BRIDGE STREET 2013 HOLDINGS, L.P.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
Page 15 of 30
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.4 Power of Attorney, relating to
GOLDMAN SACHS & CO. LLC
99.5 Power of Attorney, relating to
MBD 2013, L.P.
99.6 Power of Attorney, relating to
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
99.7 Power of Attorney, relating to
BRIDGE STREET 2013 L.P.
99.8 Power of Attorney, relating to
BRIDGE STREET 2013 OFFSHORE, L.P.
99.9 Power of Attorney, relating to
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
99.10 Power of Attorney, relating to
MBD 2013 HOLDINGS, L.P.
99.11 Power of Attorney, relating to
MBD 2013 OFFSHORE, L.P.
99.12 Power of Attorney, relating to
MBD ADVISORS, L.L.C.
99.13 Power of Attorney, relating to
BRIDGE STREET 2013 HOLDINGS, L.P.
Page 16 of 30
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Common Stock, par value $0.01 per share, of PRIVIA HEALTH GROUP, INC.
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such
Statement on Schedule 13G.
Date: February 04, 2024,
THE GOLDMAN SACHS GROUP, INC.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
MBD 2013, L.P.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
BRIDGE STREET 2013 L.P.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
BRIDGE STREET 2013 OFFSHORE, L.P.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
MBD 2013 HOLDINGS, L.P.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
MBD 2013 OFFSHORE, L.P.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
MBD ADVISORS, L.L.C.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
BRIDGE STREET 2013 HOLDINGS, L.P.
By:/s/ AMEEN SOETAN
----------------------------------------
Name: AMEEN SOETAN
Title: Attorney-in-fact
Page 17 of 30
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by The GOLDMAN SACHS GROUP, INC.("GS Group"),
as a parent holding company, are owned, directly or indirectly, by
Bridge Street 2013 Offshore, L.P., Bridge Street 2013, L.P., MBD 2013,L.P.,
Broad Street Principal Investments, L.L.C., MBD 2013 Offshore, L.P.,
Bridge Street 2013 Holdings, L.P., Bridge Street Opportunity Advisors,L.L.C.,
MBD 2013 Holdings, L.P., and MBD Advisors, L.L.C. (collectively, the
"GS Investing Entities"), or are owned, or may be deemed to be beneficially
owned by GOLDMAN SACHS & CO. LLC ("Goldman Sachs"), a broker or dealer
registered under Section 15 of the Act and an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940.
The GS Investing Entities and/or affiliates of GS Group and Goldman Sachs are
the general partner, managing limited partner or managing partner of the
GS Investing Entities. Goldman Sachs serves as the investment manager of
certain of the GS Investing Entities and is a subsidiary of GS Group.
Page 18 of 30
EXHIBIT (99.3)
ITEM 8 INFORMATION
Each of BROAD STREET PRINCIPAL INVESTMENTS, L.L.C., MBD 2013 HOLDINGS, L.P. AND
BRIDGE STREET 2013 HOLDINGS, L.P. (the "GS Shareholders") is a party to that
certain Shareholder Rights Agreement, dated as of May 2, 2021 (the
"Shareholders' Agreement"), by and among the GS Shareholders, the Issuer and
PAMPLONA CAPITAL PARTNERS III, L.P. ("Pamplona").
By virtue of being a party to the Shareholders' Agreement, each of the GS
Shareholders and the other reporting persons on this Schedule 13G may be deemed
to be members of a "group", as defined in Rule 13d-5 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), with Pamplona. Pursuant to such
definition, each of the GS Shareholders, the other reporting persons and
Pamplona may be deemed to beneficially own the shares of the Issuer's common
stock beneficially owned by each other solely for such purposes.
The aggregate number of shares of the Issuer's Common Stock beneficially owned
collectively by the GS Shareholders and Pamplona, based on available
information, is 41,323, which represents approximately 0.0% of the
Issuer's outstanding common stock. The share ownership reported by the GS
Shareholders and the other reporting persons listed herein does not include
any shares of the Issuer's Common Stock, par value $0.01 per share,
beneficially owned by the other parties to the Shareholders' Agreement, except
to the extent disclosed in this Schedule 13G. Each of the GS Shareholders' and
the other reporting persons listed herein disclaims beneficial ownership of any
shares of the Issuer's Common Stock, par value $0.01 per share, beneficially
owned by the other parties to the Shareholders' Agreement, except to the extent
disclosed in this Schedule 13G.
Page 19 of 30
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each Abhishek V, Kateryna
Osmachko, Ameen Soetan, Kshama Mishra, Papa Lette, Sunaina Kapoor, and Andrzej
Szyszka, acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf, whether the Company is acting
individually or as representative of others, any and all filings required to
be made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the
Securities Exchange Act of 1934, (as amended, the "Act"), which may be
required of the Company with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting
unto each said Attorney-in-fact power and authority to act in the premises
as fully and to all intents and purposes as the Company might or could do
if personally present by one of its authorized signatories, hereby ratifying
and confirming all that said Attorney-in-fact shall lawfully do or cause to
be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until December 1,
2024 unless earlier revoked by written instrument, or in the event an
Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or
one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to December 1, 2024, this
Power of Attorney shall cease to have effect in relation to such
Attorney-in-fact upon such cessation but shall continue in full force and
effect in relation to the remaining Attorneys-in-fact. The Company has the
unrestricted right unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Stephanie Snyder, Terry Mosher, Rachel Fraizer, Jamie Minieri, and Terrance
Grey on December 1, 2021.
IN WITNESS WHERE OF, the under signed has duly subscribed these presents as of
December 1, 2023.
GOLDMAN SACHS & C0. LLC
By: /s/ Milton Millman
____________________________
Name: Milton Millman
Title: Authorized Signatory
Page 20 of 29
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC (the
"Company") does hereby make, constitute and appoint each
Abhishek V, Kateryna Osmachko, Ameen Soetan, Kshama Mishra, Papa Lette,
Sunaina Kapoor, and Andrzej Szyszka, acting individually,
its true and lawful attorney, to execute and deliver in its name and on its
behalf, whether the Company is acting individually or as representative
of others, any and all filings required to be made by the Company
pursuant to Rule 13f-1 or Regulation 13D-G under the Securities Exchange
Act of 1934, (as amended, the "Act"), which may be required of the Company
with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
Attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said Attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until December 1,
2024 unless earlier revoked by written instrument, or in the event an
Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or
one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to December 8, 2023, this
Power of Attorney shall cease to have effect in relation to such
Attorney-in-fact upon such cessation but shall continue in full force and
effect in relation to the remaining Attorneys-in-fact. The Company has the
unrestricted right unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to
rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Stephanie Snyder, Terry Mosher, Rachel Fraizer, Jamie Minieri, and
Terrance Grey on December 1, 2021.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2023.
GOLDMAN SACHS & C0. LLC
By: /s/ Milton Millman
____________________________
Name: Milton Millman
Title: Authorized Signatory
Page 21 of 30
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS MBD 2013, L.P. (the "Company") does hereby
make, constitute and appoint each of Abhishek V, Kateryna Osmachko,
Ameen Soetan, Kshama Mishra, Papa Lette, Sunaina Kapoor, and Andrzej Szyszka
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2023.
MBD 2013, L.P.
By: MBD ADVISORS, L.L.C., its general partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory
Page 22 of 30
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS BROAD STREET PRINCIPAL INVESTMENTS,
L.L.C. (the "Company") does hereby make, constitute and appoint each of
Abhishek V, Kateryna Osmachko, Ameen Soetan, Kshama Mishra, Papa Lette, Sunaina
Kapoor, and Andrzej Szyszka (and any other employee of The Goldman Sachs
Group,Inc. or one of its affiliates designated in writing by one of
the attorneys-in-fact), acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others, any
and all filings required to be made by the Company under the
Securities Exchange Act of 1934, (as amended, the Act), with respect to
securities which maybe deemed to be beneficially owned by the Company
under the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and purposes
as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 1, 2023.
BROAD STREET PRINCIPAL INVESTMENTS L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory
Page 23 of 30
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET 2013 L.P. does hereby
make, constitute and appoint each of Abhishek V, Kateryna Osmachko,
Ameen Soetan, Kshama Mishra, Papa Lette, Sunaina Kapoor, and Andrzej Szyszka
(and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 1, 2023.
BRIDGE STREET 2013 L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. its General Partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory
Page 24 of 30
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET 2013 OFFSHORE, L.P.
does hereby make, constitute and appoint each of Abhishek V, Kateryna Osmachko,
Ameen Soetan, Kshama Mishra, Papa Lette, Sunaina Kapoor, and Andrzej Szyszka
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
February 7, 2024
BRIDGE STREET 2013 OFFSHORE, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. its General Partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory
Page 25 of 30
EXHIBIT (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET OPPORTUNITY
ADVISORS, L.L.C. ("the Company") does hereby make, constitute and
appoint each of Abhishek V, Kateryna Osmachko, Ameen Soetan, Kshama Mishra,
Papa Lette, Sunaina Kapoor, and Andrzej Szyszka (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated
in writing by one of the attorneys-in-fact), acting individually, its
true and lawful attorney, to execute and deliver in its name and on its
behalf whether the Company is acting individually or as representative
of others, any and all filings required to be made by the Company under
the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company
under the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2023.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory
Page 26 of 30
EXHIBIT (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS MBD 2013 HOLDINGS, L.P. (the "Company")
does hereby make, constitute and appoint each of Abhishek V, Kateryna Osmachko,
Ameen Soetan, Kshama Mishra, Papa Lette, Sunaina Kapoor, and Andrzej Szyszka
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required
to be made by the Company under the Securities Exchange Act of 1934,
(as amended, the "Act"), with respect to securities which maybe deemed
to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in
the premises as fully and to all intents and purposes
as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2023.
MBD 2013 HOLDINGS, L.P.
By: MBD ADVISORS, L.L.C., its general partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory
Page 27 of 30
EXHIBIT (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS MBD 2013 Offshore, L.P. (the "Company")
does hereby make, constitute and appoint each of Abhishek V, Kateryna Osmachko,
Ameen Soetan, Kshama Mishra, Papa Lette, Sunaina Kapoor, and Andrzej Szyszka
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by
the Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2023.
MBD 2013, L.P.
By: MBD ADVISORS, L.L.C., its general partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory
Page 28 of 30
EXHIBIT (99.13)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that MBD ADVISORS, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Abhishek V, Kateryna Osmachko,
Ameen Soetan, Kshama Mishra, Papa Lette, Sunaina Kapoor, and Andrzej Szyszka a
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver
in its name and on its behalf whether the Company is acting individually
or as representative of others, any and all filings required to be made
by the Company under the Securities Exchange Act of 1934,
(as amended, the "Act"), with respect to securities which maybe
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2023.
MBD ADVISORS, L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory
Page 29 of 30
EXHIBIT (99.14)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET 2013 HOLDINGS, L.P. does
hereby make, constitute and appoint each of Abhishek V, Kateryna Osmachko,
Ameen Soetan, Kshama Mishra, Papa Lette, Sunaina Kapoor, and Andrzej Szyszka
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act
of 1934, (as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in
the
premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 1, 2023.
BRIDGE STREET 2013 HOLDINGS, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. its General Partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory
Page 30 of 30