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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
*
BERNSTEIN JEFFREY DANIEL
(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)
X
Director
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)
X
Form filed by One Reporting Person
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)
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
Explanation of Responses:
1. The Reporting Person is a managing director of Goldman Sachs & Co. LLC ("Goldman Sachs"). Goldman Sachs is a subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
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 an aggregate 30,512,093 shares of Common Stock to the GS Funds (as defined below).
3. Pursuant to an underwriting agreement, dated November 18, 2021 (the "Underwriting Agreement"), the GS Funds (as defined below) 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, GS Group and Goldman Sachs may be deemed to beneficially own indirectly 28,006,361 shares of Common Stock by reason of Common Stock held by certain investment entities (the "GS Funds") of which Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member.
/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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