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Filing Details

Accession Number:: 0000895345-21-000500
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-05-05 13:00:00
Reporting Period:: 2021-04-29

Accepted Time:: 2021-05-05 21:29:31
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1759655	Privia Health Group Inc.	PRVA	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1589295	Mbd Advisors, L.l.c.	200 West Street New York NY 10282		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-04-29	50	$29.24	95,878,520	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2021-04-30	300	$31.52	95,878,820	No	4	P	Indirect	See footnotes
Common Stock	Disposition	2021-04-30	300	$31.52	95,878,520	No	4	S	Indirect	See footnotes
Common Stock	Acquisiton	2021-04-30	4,400	$33.72	95,882,920	No	4	P	Indirect	See footnotes
Common Stock	Disposition	2021-04-30	4,400	$33.72	95,878,520	No	4	S	Indirect	See footnotes
Common Stock	Acquisiton	2021-04-30	2,300	$34.46	95,880,820	No	4	P	Indirect	See footnotes
Common Stock	Disposition	2021-04-30	2,300	$34.46	95,878,520	No	4	S	Indirect	See footnotes
Common Stock	Acquisiton	2021-04-30	1,100	$36.09	95,879,620	No	4	P	Indirect	See footnotes
Common Stock	Disposition	2021-04-30	1,100	$36.09	95,878,520	No	4	S	Indirect	See footnotes
Common Stock	Acquisiton	2021-04-30	1,900	$36.73	95,880,420	No	4	P	Indirect	See footnotes
Common Stock	Disposition	2021-04-30	1,900	$36.73	95,878,520	No	4	S	Indirect	See footnotes
Common Stock	Disposition	2021-05-03	16,700,000	$21.62	79,178,520	No	4	S	Indirect	See footnotes
Common Stock	Disposition	2021-05-04	50	$34.93	79,178,470	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnotes
No	4	P	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	P	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	P	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	P	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	P	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Footnotes

This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), MBD 2013, L.P. ("MBD Onshore"), MBD 2013 Offshore, L.P. ("MBD Offshore"), MBD 2013 Holdings, L.P. ("MBD Holdings"), Broad Street Principal Investments, L.L.C. ("Broad Street"), Bridge Street 2013, L.P. ("Bridge Street Onshore"), Bridge Street 2013 Offshore, L.P. ("Bridge Street Offshore"), Bridge Street 2013 Holdings, L.P. ("Bridge Street Holdings" and, together with MBD Onshore, MBD Offshore, MBD Holdings, Broad Street, Bridge Street Onshore and Bridge Street Offshore, the "GS Funds"), MBD Advisors, L.L.C. ("MBD Advisors"), and Bridge Street Opportunity Advisors, L.L.C. ("Bridge Street Advisors" and, together with GS Group, Goldman Sachs, the GS Funds and MBD Advisors, the "Reporting Persons").
Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
These transactions in common stock, par value $0.01 per share (the "Common Stock") of Privia Health Group, Inc. (the "Company") were affected by the Private Wealth Management division of GS Group in connection with client trade facilitation in the ordinary course of business. Without conceding that trade execution in connection with client trade facilitation in the ordinary course of business can result in liability under Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), the amount of profit potentially recoverable by the Company from these reported transactions in the event that they were subject to Section 16(b) will be remitted to the Company promptly following the date hereof.
These transactions in Common Stock of the Company were effected by Goldman Sachs acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business. With respect to these transactions, the price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.37 to $31.72, inclusive. The Reporting Persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased or sold at each separate price within the ranges set forth in footnotes 4 through 13 to this Form 4.
These transactions in Common Stock of the Company were effected by Goldman Sachs acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business. With respect to these transactions, the price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.37 to $31.72, inclusive.
These transactions in Common Stock of the Company were effected by Goldman Sachs acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business. With respect to these transactions, the price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $33.13 to $34.11, inclusive.
These transactions in Common Stock of the Company were effected by Goldman Sachs acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business. With respect to these transactions, the price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.13 to $34.11, inclusive.
These transactions in Common Stock of the Company were effected by Goldman Sachs acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business. With respect to these transactions, the price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $34.14 to $34.95, inclusive.
These transactions in Common Stock of the Company were effected by Goldman Sachs acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business. With respect to these transactions, the price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.14 to $34.95, inclusive.
These transactions in Common Stock of the Company were effected by Goldman Sachs acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business. With respect to these transactions, the price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $35.36 to $36.35, inclusive.
These transactions in Common Stock of the Company were effected by Goldman Sachs acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business. With respect to these transactions, the price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.36 to $36.35, inclusive.
These transactions in Common Stock of the Company were effected by Goldman Sachs acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business. With respect to these transactions, the price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $36.37 to $37.30, inclusive.
These transactions in Common Stock of the Company were effected by Goldman Sachs acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business. With respect to these transactions, the price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.37 to $37.30, inclusive.
Without conceding that riskless principal trades in connection with client trade facilitation in the ordinary course of business can result in liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Company from these reported transactions in the event that they were subject to Section 16(b) will be remitted to the Company promptly following the date hereof.
Pursuant to an underwriting agreement, dated April 28, 2021 (the "Underwriting Agreement"), and in connection with the initial public offering of Common Stock 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 the GS Funds.
As of May 4, 2021, as a result of the Initial Public Offering, GS Group and Goldman Sachs may be deemed to beneficially own indirectly 79,178,470 shares of Common Stock by reason of the membership interests in BHG held by Broad Street, MBD Holdings, and Bridge Street Holdings. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the GS Funds. Each of Goldman Sachs and Broad Street is a subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the GS Funds.
Each of the Reporting Persons 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 Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of the GS Funds. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner or investment manager of the GS Funds.