Sec Form 3/A Filing - Pamplona Capital Management, LLC @ Privia Health Group, Inc. - 2021-04-28

FORM 3/A 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

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1. Name and Address of Reporting Person Pamplona Capital Management, LLC 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) 04/28/2021 (Street) NEW YORK, NY10065 4. If Amendment, Date Original Filed (MM/DD/YY) 04/28/2021 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 95,878,470 I 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 Management, LLC 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 Private Equity Carryco III, L.P. C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY10065 X Pamplona Equity Carryco Advisors III, Ltd. C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY10065 X Pamplona PE Investments II, 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 (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 LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY10065 X Signatures /s/ Ronan Guilfoyle, Director of Pamplona Equity Advisors III Ltd. 04/29/2022 Signature of Reporting Person Date /s/ Ronan Guilfoyle, Director of PAMPLONA PRIVATE EQUITY CARRYCO III, L.P By: Pamplona Equity Carryco Advisors III, Ltd., its General Partner 04/29/2022 Signature of Reporting Person Date /s/ Ronan Guilfoyle,Director of PAMPLONA EQUITY CARRYCO ADVISORS III, LTD. 04/29/2022 Signature of Reporting Person Date /s/ Lori Griffith,Director of PAMPLONA PE INVESTMENTS II, LTD. 04/29/2022 Signature of Reporting Person Date /s/ Stephen Gauci, Director of PAMPLONA PE INVESTMENTS MALTA LIMITED 04/29/2022 Signature of Reporting Person Date /s/ Kevin O'Flaherty, Designated Member of PAMPLONA CAPITAL MANAGEMENT LLP 04/29/2022 Signature of Reporting Person Date /s/ Stephen Gauci, managing member of Pamplona Capital Management LLC 04/29/2022 Signature of Reporting Person Date /s/ Stephen Gauci, Administrator of PAMPLONA CAPITAL MANAGEMENT (Monaco) SAM 04/29/2022 Signature of Reporting Person Date /s/ John C. Halsted 04/29/2022 Signature of Reporting Person Date /s/ Alexander Knaster 04/29/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This statement is being filed by (i) Pamplona Equity Advisors III Ltd., (ii) Pamplona Private Equity Carryco III, L.P., (iii) Pamplona Equity Carryco Advisors III, Ltd., (iv) Pamplona PE Investments II, Ltd., (v) Pamplona PE Investments Malta Limited, (vi) Pamplona Capital Management LLP, (vii) Pamplona Capital Management LLC, (viii) Pamplona Capital Management (Monaco) SAM, (ix) John C. Halsted and (x) Alexander M. Knaster (the foregoing, collectively, the "Reporting Persons"). ( 2 )The Reporting Persons may be deemed to beneficially own indirectly, in the aggregate, 95,878,470 shares of common stock, par value $0.01 per share (the "Common Stock") of the Issuer by reason of the membership interests in Brighton Health Group Holdings, LLC ("BHG"), the Issuer's parent holding company, held by Pamplona Capital Partners III, L.P. ( 3 )Pamplona Capital Partners III, L.P. is controlled by Pamplona Equity Advisors III Ltd, its general partner. Mr. 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 M. Knaster are the principals of the Pamplona Manager Entities. Pamplona Private Equity Carryco III, L.P. is controlled by Pamplona Equity Carryco Advisors III, Ltd., its general partner. Pamplona PE Investments II, Ltd. owns 100% of the shares of Pamplona Equity Carryco Advisors III, Ltd. Mr. Alexander M. Knaster owns 100% of the shares of Pamplona PE Investments II, Ltd. ( 4 )The Reporting Persons disclaim beneficial ownership of all shares of Common Stock except to the extent of their 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.

Remarks: This Form 3 amendment is being filed to amend the original Form 3 filed on April 28, 2021 to clarify that Pamplona Private Equity Carryco III, L.P., Pamplona Equity Carryco Advisors III, Ltd. and Pamplona PE Investments II, Ltd. beneficially own the shares of Common Stock reported herein. Due to limitations on the number of reporting persons permitted in one filing on the SEC EDGAR filing system, Pamplona Capital Partners III, L.P. is filing a separate Form 3 amendment to clarify the same.

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).

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