United States securities and exchange commission logo

                            April 13, 2021

       Thomas Bartrum
       General Counsel
       Privia Health Group, Inc.
       950 N. Glebe Rd., Suite 700
       Arlington, VA 22203

                                                        Re: Privia Health
Group, Inc.
Statement on Form S-1
                                                            Filed April 7, 2021
                                                            File No. 333-255086

       Dear Mr. Bartrum:

                                                        We have reviewed your
amended registration statement and have the following comment.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to the comment, we may have additional comments.

       Form S-1 filed April 7, 2021

       The Offering, page 20

   1.                                                   You have disclosed that
the number of shares of common stock to be outstanding
                                                        following this offering
excludes 684,887 shares of common stock, plus future increases,
                                                        reserved for future
issuance under your Second Amended and Restated Stock Option Plan
                                                        as of December 31,
2020. Please revise to disclose here, and in the capitalization and
                                                        dilution sections, the
number of your outstanding stock options, their weighted average
                                                        exercise price per
share, and their vesting conditions expected at the offering. In that
                                                        regard, we note your
board of directors recently approved a modification that accelerate
                                                        the vesting of certain
outstanding stock options.
 Thomas Bartrum
FirstName   LastNameThomas   Bartrum
Privia Health Group, Inc.
April       NamePrivia Health Group, Inc.
       13, 2021
April 213, 2021 Page 2
FirstName LastName
       You may contact Li Xiao at 202-551-4391 or Brian Cascio at 202-551-3676
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Chris Edwards at 202-551-6761 or Celeste Murphy at 202-551-3257 with any other


                                                          Division of
Corporation Finance
                                                          Office of Life
cc:      Richard Truesdell