Sec Form 3 Filing - Mountcastle David @ Privia Health Group, Inc. - 2022-03-21

FORM 3 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 Mountcastle David 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Financial Officer (Last) (First) (Middle) PRIVIA HEALTH GROUP, INC., 950 N. GLEBE RD., SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 03/21/2022 (Street) ARLINGTON, VA22203 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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, $0.01 par value per share( 1 ) 32,271 D

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 Stock Option (Right to Purchase) $ 2 ( 2 ) 08/27/2028 Common Stock 127,593 D Stock Option (Right to Purchase) $ 2 ( 3 ) 03/31/2029 Common Stock 96,997 D Stock Option (Right to Purchase) $ 2 ( 4 ) 12/03/2029 Common Stock 37,173 D Stock Option (Right to Purchase) $ 2 ( 5 ) 09/07/2030 Common Stock 41,666 D Stock Option (Right to Purchase) $ 23 ( 6 ) 04/28/2031 Common Stock 102,534 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mountcastle David PRIVIA HEALTH GROUP, INC. 950 N. GLEBE RD., SUITE 700 ARLINGTON, VA22203 EVP & Chief Financial Officer Signatures /s/ Thomas Bartrum, as attorney-in fact 04/01/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 22,826 restricted stock units granted under the Issuer's 2021 Omnibus Incentive Plan that will vest in substantially equal annual installments on the second, third and fourth anniversaries of the grant date. The restricted stock units were granted on April 28, 2021. ( 2 )Reflects stock options to purchase shares of common stock, $0.01 par value per share, of the Issuer under the Issuer's Second Amended and Restated PH Group Parent Corp. Stock Option Plan (the "Plan"). 76,556 of the stock options are fully vested and exercisable.The remaining unvested stock options are scheduled to vest and become exercisable 50% on the 12 month anniversary of the Issuer's initial public offering and 50% on the 18 month anniversary of the Issuer's initial public offering. ( 3 )Reflects stock options to purchase shares of common stock of the Issuer under the Plan. 62,509 stock options are fully vested and exercisable. The remaining unvested stock options are scheduled to vest and become exercisable 50% on the 12 month anniversary of the Issuer's initial public offering and 50% on the 18 month anniversary of the Issuer's initial public offering. ( 4 )Reflects stock options to purchase shares of common stock of the Issuer under the Plan. 21,804 of the stock options are fully vested and exercisable. 2,493 of the stock options will vest December 4, 2022.The remaining unvested stock options are scheduled to vest and become exercisable 50% on the 12 month anniversary of the Issuer's initial public offering and 50% on the 18 month anniversary of the Issuer's initial public offering. ( 5 )Reflects stock options to purchase shares of common stock of the Issuer under the Plan. 20,000 of the stock options are fully vested and exercisable. 4,166 of the stock options will vest on September 8, 2022 and 4,167 of the stock options will vest on September 8, 2023.The remaining unvested stock options are scheduled to vest and become exercisable 50% on the 12 month anniversary of the Issuer's initial public offering and 50% on the 18 month anniversary of the Issuer's initial public offering. ( 6 )Reflects stock options to purchase shares of common stock of the Issuer under the Issuer's 2021 Omnibus Incentive Plan that will vest in equal installments on the second, third and fourth anniversaries of the grant date. The stock options were granted on April 28, 2021.

Remarks: Ex. 24 - Power of Attorney

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).

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