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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.
Registration
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
response.
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.
Comapany
April NamePrivia Health Group, Inc.
13, 2021
April 213, 2021 Page 2
Page
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
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Richard Truesdell