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Privia Health Group, Inc.

Date Filed : Nov 24, 2021

SEC FORM 4SEC Form 4
FORM 4UNITED 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
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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 YORKNY10282

(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock11/23/2021S2,505,732D$27.69528,676,936I(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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-fact11/24/2021
** Signature of Reporting PersonDate
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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