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PRIVIA HEALTH GROUP, INC.
Date Filed :
Nov 24, 2021
View Exhibits
SEC FORM 4
SEC Form 4
FORM 4
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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response:
0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
1. Name and Address of Reporting Person
*
GOLDMAN SACHS GROUP INC
(Last)
(First)
(Middle)
200 WEST STREET
(Street)
NEW YORK
NY
10282
(City)
(State)
(Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
11/23/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
2. Transaction Date (Month/Day/Year)
2A. Deemed Execution Date, if any (Month/Day/Year)
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
11/23/2021
S
2,505,732
D
$
27.695
28,676,936
I
(1)
(2)
(3)
(4)
(5)
(6)
See footnotes
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 (Month/Day/Year)
3A. Deemed Execution Date, if any (Month/Day/Year)
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 (Month/Day/Year)
7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person
*
GOLDMAN SACHS GROUP INC
(Last)
(First)
(Middle)
200 WEST STREET
(Street)
NEW YORK
NY
10282
(City)
(State)
(Zip)
1. Name and Address of Reporting Person
*
GOLDMAN SACHS & CO. LLC
(Last)
(First)
(Middle)
200 WEST STREET
(Street)
NEW YORK
NY
10282
(City)
(State)
(Zip)
1. Name and Address of Reporting Person
*
Broad Street Principal Investments, L.L.C.
(Last)
(First)
(Middle)
200 WEST STREET
(Street)
NEW YORK
NY
10282
(City)
(State)
(Zip)
1. Name and Address of Reporting Person
*
Bridge Street 2013 Holdings, L.P.
(Last)
(First)
(Middle)
200 WEST STREET
(Street)
NEW YORK
NY
10282
(City)
(State)
(Zip)
1. Name and Address of Reporting Person
*
Bridge Street 2013 Offshore, L.P.
(Last)
(First)
(Middle)
200 WEST STREET
(Street)
NEW YORK
NY
10282
(City)
(State)
(Zip)
1. Name and Address of Reporting Person
*
Bridge Street 2013, L.P.
(Last)
(First)
(Middle)
200 WEST STREET
(Street)
NEW YORK
NY
10282
(City)
(State)
(Zip)
1. Name and Address of Reporting Person
*
Bridge Street Opportunity Advisors, L.L.C.
(Last)
(First)
(Middle)
200 WEST STREET
(Street)
NEW YORK
NY
10282
(City)
(State)
(Zip)
1. Name and Address of Reporting Person
*
MBD 2013 Holdings, L.P.
(Last)
(First)
(Middle)
200 WEST STREET
(Street)
NEW YORK
NY
10282
(City)
(State)
(Zip)
1. Name and Address of Reporting Person
*
MBD 2013 Offshore, L.P.
(Last)
(First)
(Middle)
200 WEST STREET
(Street)
NEW YORK
NY
10282
(City)
(State)
(Zip)
1. Name and Address of Reporting Person
*
MBD 2013, L.P.
(Last)
(First)
(Middle)
200 WEST STREET
(Street)
NEW YORK
NY
10282
(City)
(State)
(Zip)
Explanation of Responses:
1. 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").
2. On May 11, 2021, Brighton Health Group Holdings, LLC made a pro rata distribution of 79,178,464 shares of common stock, par value $0.01 per share (the "Common Stock") of the Issuer to its members, including 26,052,158 shares of Common Stock to Broad Street, 3,231,238 shares of Common Stock to Bridge Street Holdings and 1,228,697 shares of Common Stock to MBD Holdings.
3. Pursuant to an underwriting agreement, dated November 18, 2021 (the "Underwriting Agreement"), Broad Street, MBD Holdings and Bridge Street Holdings offered and sold an aggregate 2,505,732 shares of Common Stock as set forth in the final prospectus filed by the Issuer on November 22, 2021, which offering was consummated on November 23, 2021 (the "Offering"). The amount above represents the $29.00 public offering price per share of Common Stock in the Offering less the underwriting discount of $1.305 per share of Common Stock.
4. As of November 22, 2021, as a result of the Offering, Broad Street owned 23,912,688 shares of Common Stock, MBD Holdings owned 1,127,793 shares of Common Stock and Bridge Street Holdings owned 2,965,880 shares of Common Stock. Because of the relationships among the Reporting Persons, each of GS Group and Goldman Sachs may be deemed a beneficial owner of all such shares of Common Stock, MBD Advisors, MBD Onshore and MBD Offshore may be deemed a beneficial owner of the shares held by MBD 2013 Holdings and Bridge Street Advisors, Bridge Street Onshore and Bridge Street Offshore may be deemed a beneficial owner of the shares held by 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.
5. 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.
6. Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
The Goldman Sachs Group, Inc., /s/ Crystal Orgill, attorney- in-fact
11/24/2021
Goldman Sachs & Co. LLC, /s/ Crystal Orgill, attorney-in-fact
11/24/2021
Broad Street Principal Investments, L.L.C., /s/ Crystal Orgill, attorney-in-fact
11/24/2021
Bridge Street 2013 Holdings, L.P., /s/ Crystal Orgill, attorney-in-fact
11/24/2021
Bridge Street 2013 Offshore, L.P., /s/ Crystal Orgill, attorney-in-fact
11/24/2021
Bridge Street 2013, L.P., /s/ Crystal Orgill, attorney-in-fact
11/24/2021
Bridge Street Opportunity Advisors, L.L.C., /s/ Crystal Orgill, attorney-in-fact
11/24/2021
MBD 2013 Holdings, L.P. /s/ Crystal Orgill, attorney-in-fact
11/24/2021
MBD 2013 Offshore, L.P., /s/ Crystal Orgill, attorney-in-fact
11/24/2021
MBD 2013, L.P. /s/ Crystal Orgill, attorney-in-fact
11/24/2021
** Signature of Reporting Person
Date
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.
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