Sec Form 4 Filing - Pamplona Capital Partners III, L.P. @ Privia Health Group, Inc. - 2021-05-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Pamplona Capital Partners III, L.P. 2. Issuer Name and Ticker or Trading Symbol Privia Health Group, Inc. [ PRVA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PAMPLONA CAPITAL MANAGEMENT LLC, 667 MADISON AVENUE, 22ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/03/2021 (Street) NEW YORK, NY10065 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/03/2021 S 16,700,000 D $ 21.62 ( 2 ) 79,178,470 I ( 1 ) ( 2 ) ( 3 ) ( 4 ) See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pamplona Capital Partners III, L.P. C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY10065 X Pamplona Equity Advisors III Ltd C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY10065 X Pamplona PE Investments Malta Ltd C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY10065 X Pamplona Capital Management, LLP C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY10065 X Pamplona Capital Management, LLC C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY10065 X Pamplona Capital Management (Monaco) SAM C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY10065 X Halsted John C. C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY10065 X Knaster Alexander M C/O PAMPLONA CAPITAL MANAGEMENT LLP 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY10065 X Signatures /s/ Ronan Guilfoyle, Director of Pamplona Equity Advisors III Ltd., its General Partner of Pamplona Capital Partners III, L.P. 05/05/2021 Signature of Reporting Person Date /s/ Ronan Guilfoyle, Director of Pamplona Equity Advisors III Ltd 05/05/2021 Signature of Reporting Person Date /s/ Stephen Gauci, Director of Pamplona PE Investments Malta Limited 05/05/2021 Signature of Reporting Person Date /s/ Kevin O'Flaherty, Designated Member of Pamplona Capital Management LLP 05/05/2021 Signature of Reporting Person Date /s/ Stuart Thomson, Director of Pamplona PE Investments US Limited, managing member of Pamplona Capital Management LLC 05/05/2021 Signature of Reporting Person Date /s/ Stephen Gauci, Administrator of Pamplona Capital Management (Monaco) SAM 05/05/2021 Signature of Reporting Person Date /s/ John C. Halsted 05/05/2021 Signature of Reporting Person Date /s/ Alexander Knaster 05/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This statement is being filed by (i) Pamplona Capital Partners III, L.P., (ii) Pamplona Equity Advisors III Ltd, (iii) Pamplona PE Investments Malta Limited, (iv) Pamplona Capital Management LLP, (v) Pamplona Capital Management LLC, (vi) Pamplona Capital Management (Monaco) SAM, (vii) John C. Halsted, and (viii) Alexander Knaster (the foregoing, collectively, the "Reporting Persons"). ( 2 )Pursuant to an underwriting agreement, dated April 28, 2021 (the "Underwriting Agreement"), and in connection with the initial public offering of common stock, par value $0.01 per share (the "Common Stock") of Privia Health Group, Inc. (the "Company") by the Company, Brighton Health Group Holdings, LLC ("BHG"), the Company's parent holding company, sold 16,700,000 shares of Common Stock pursuant to the final prospectus filed by the Company on April 30, 2021, which offering was consummated on May 3, 2021 (the "Initial Public Offering"). The amount above represents the $23.00 public offering price per share of Common Stock in the Initial Public Offering less the underwriting discount of $1.38 per share of Common Stock. The membership interests in BHG are held by a private investor group, which includes Pamplona Capital Partners III, L.P. ( 3 )As of May 3, 2021, as a result of the Initial Public Offering, the Reporting Persons may be deemed to beneficially own indirectly 79,178,470 shares of Common Stock by reason of the membership interests in BHG held by Pamplona Capital Partners III, L.P. Pamplona Capital Partners III, L.P. is controlled by Pamplona Equity Advisors III Ltd, its general partner. John C. Halsted owns 100% of the shares of Pamplona Equity Advisors III, Ltd. Pamplona PE Investments Malta Limited serves as an investment manager to Pamplona Capital Partners III, L.P. Pamplona Capital Management LLP, Pamplona Capital Management LLC, and Pamplona Capital Management (Monaco) SAM (together, the "Pamplona Manager Entities") serve as investment advisors to Pamplona PE Investments Malta Limited. Mr. John C. Halsted and Mr. Alexander Knaster are the principals of the Pamplona Manager Entities. ( 4 )Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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 4(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.