Pamplona Capital Partners III, L.P. - May 8, 2023 Form 4 Insider Report for Privia Health Group, Inc. (PRVA)

Role: 10%+ Owner
Signature: /s/ Ronan Guilfoyle, Director of Pamplona Equity Advisors III Ltd., its General Partner of PAMPLONA CAPITAL PARTNERS III, L.P.
Stock symbol: PRVA
Transactions as of: May 8, 2023
Transactions value $: -$383,487,343
Form type: 4
Date filed: 5/11/2023, 04:05 PM
Previous filing: Nov 23, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRVA	Common Stock	Sale	-$383M	-17.7M	-100%	$21.62	0	May 8, 2023	See Footnotes	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Pamplona Capital Partners III, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	This statement is being filed by (i) Pamplona Capital Partners III, L.P. ("PCP III") (ii) Pamplona Equity Advisors III Ltd. ("PEA III"), (iii) Pamplona Private Equity Carryco III, L.P. ("Carryco III"), (iv) Pamplona Equity Carryco Advisors III, Ltd. ("PECA III"), (v) Pamplona PE Investments II, Ltd. ("PE Inv II"), (vi) Pamplona PE Investments Malta Limited ("PE Malta"), (vii) Pamplona Capital Management LLP, (viii) Pamplona Capital Management LLC, (ix) John C. Halsted and (x) Alexander M. Knaster (the foregoing, collectively, the "Reporting Persons").
F2	Pursuant to an underwriting agreement, dated May 4, 2023 (the "Underwriting Agreement"), and in connection with a registered secondary offering and sale of common stock, par value $0.01 per share (the "Common Stock") of Privia Health Group, Inc. (the "Company") by the selling stockholders listed on Schedule I to the Underwriting Agreement, PCP III sold 13,483,709 shares of Common Stock and Carryco III sold 4,258,014 shares of Common Stock at a purchase price of $21.615 per share.
F3	PCP III and Carryco III are controlled by their respective general partners, PEA III and PECA III, which are both owned by PE Inv II, itself owned 100% by Mr. Knaster. PE Malta serves as an investment manager to PCP III. Pamplona Capital Management LLP and Pamplona Capital Management LLC (collectively, the "Pamplona Manager Entities") serve as investment advisors to PE Malta. Messrs. Halsted and Knaster are the principals of the Pamplona Manager Entities. Accordingly, each Reporting Person may be deemed to share beneficial ownership of the securities held of record by PCP III and Carryco III.
F4	Each Reporting Person 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 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.