United States securities and exchange commission logo





                             January 22, 2021

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

                                                        Re: Privia Health
Group, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted December
28, 2020
                                                            CIK No. 0001759655

       Dear Mr. Bartrum:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       DRS S-1 filed December 28, 2020

       Cover Page

   1.                                                   We note that you
indicate in your graphic that you have generated $1.3 billion in practice
                                                        collections. Please
disclose your revenues and net income (loss) figures here with equal
                                                        prominence. Please also
explain how practice collections correspond to revenues.
       Prospectus Summary, page 1

   2.                                                   Here, at page 81, page
101, and anywhere else you deem appropriate, please revise your
                                                        disclosure to state
succinctly and in plain-English your business structure and operating
                                                        model. In this
discussion, specifically state what products and services you provide and
                                                        how they generate
revenue.
 Thomas Bartrum
FirstName  LastNameThomas    Bartrum
Privia Health Group, Inc.
Comapany
January 22,NamePrivia
            2021       Health Group, Inc.
January
Page  2 22, 2021 Page 2
FirstName LastName
3.       Please provide a corporate structure chart of your operations. In this
chart, please indicate
         what entities (or group of entities) you own and those with which you
have a contractual
         relationship.
4.       Please disclose in your Prospectus Summary, and anywhere else you deem
appropriate,
         the breakdown of how your revenue is generated. Disclose whether the
revenue is
         generated from owned entities or contractual relationships.
5.       We note that you identify a total addressable market of over $3
trillion in annual U.S.
         healthcare spend. Please disclose what portion of this amount
represents the type of
         services you provide to your customers.
6.       You state throughout your filing that "as of the twelve months ended
September 30, 2020,
         approximately $1.3 billion total practice collections, high return on
invested capital with
         superior unit economics and high free cash flow conversion." Please
discuss why you
         chose this 12 month period given that your fiscal year ends on
December 31 and that you
         are omitting interim financials for the period ending September 30,
2019 and 2020. If you
         believe that you should continue to use this period, please provide
disclosures for a similar
         period (i.e., 12 months) ending on September 30, 2019 for comparison.
7.       Please provide a summary of the competitors in your marketspace.
Technology and Population Health, page 7

8.       Please modify your graphic here to ensure that all text is legible.
Please make such
         adjustments throughout your filing as necessary.
Risk Factors, page 14

9.       Please disclose here that you will be a "controlled company" and the
implications of that
         designation.
If our current agreements or arrangements with any of our majority-owned
medical groups are
deemed invalid under state law, page 34

10.      To the extent material, please summarize in your Business section, or
where you deem
         appropriate, the referenced agreements and arrangements with your
majority-owned
         medical groups. Please attach as exhibits any such arrangements.
Our certificate of incorporation will designate the Court of Chancery of the
State of Delaware as
the exclusive forum for certain litigation, page 66

11.      We note that your amended and restated bylaws will provide that the
Court of Chancery of
         the State of Delaware is the exclusive forum for certain claims. You
also state that this
         provision "will not apply to suits to enforce a duty or liability
created by the Securities
         Act, the Exchange Act or any other claim for which the federal courts
have exclusive
         jurisdiction." Please ensure that your amended and restated bylaws
reflects this language.
 Thomas Bartrum
FirstName  LastNameThomas    Bartrum
Privia Health Group, Inc.
Comapany
January 22,NamePrivia
            2021       Health Group, Inc.
January
Page  3 22, 2021 Page 3
FirstName LastName
Use of Proceeds, page 70

12.      If known, please revise your Use of Proceeds section to disclose the
amounts that will be
         allocated to the purposes referenced.
Non-GAAP Financial Measures, page 77

13.      Please revise, throughout the filing, to present the most directly
comparable GAAP
         measure with equal or greater prominence whenever you present a
non-GAAP financial
         measure. Refer to Question 102.10 of the Compliance & Disclosure
Interpretations-Non-
         GAAP Financial Measures.
Selected Consolidated Financial Data
Key Metrics, page 77

14.      We note that your key metrics include both owned and affiliated
medical groups. Since it
         appears that your owned and affiliated medical groups contributed to
significantly
         different revenue sources, please explain to us your consideration of
separately disclosing
         owned and affiliated medical groups for each of your metrics.
Key Factors Affecting Our Performance, page 85

15.      Please expand your disclosure to discuss how you define the market
from which you
         derive your market share.
Management   s Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of the Year Ended December 31, 2019 and 2018
Revenue, page 92

16.      Please revise to disclose your revenue by specific sources as
indicated on page F-20 and
         provide a discussion of significant variances and related drivers for
each revenue source.
         In that regard, we note that your FFS-patient care revenue and
FFS-administrative services
         revenue were driven by different groups of implemented providers.
Refer to the
         requirements of Item 303(a) of Regulation S-K.
Governance and Physician Leadership Culture, page 117

17.      Please provide more details on your multipurpose governance model,
including any
         specific duties and authority to make corporate policies. Please
discuss any ability of the
         company's management to override any decisions.
Case Studies, page 122

18.      Please provide a summary of why you are including "case studies" and
what they are
         meant to convey. Please explain why you selected the profiled clients
and how these
         clients provide a meaningful representation of your customer base.
 Thomas Bartrum
FirstName  LastNameThomas    Bartrum
Privia Health Group, Inc.
Comapany
January 22,NamePrivia
            2021       Health Group, Inc.
January
Page  4 22, 2021 Page 4
FirstName LastName
Government Regulations, page 128

19.      We note that you operate in six states and the District of Columbia.
We also note that you
         are subject to multiple state and federal regulations, some of which
prohibit you from
         practicing medicine, controlling physicians    medical decisions or
engaging in practices
         such as splitting fees with physicians. Please expand your disclosure
to identify the states
         in which you generate material revenue. Please discuss how the state
laws in these states
         apply to your business, including your corporate structure and
contractual arrangements.
         Revise your disclosures throughout, where appropriate, to account for
this information.
Certain Relationships and Related Party Transactions, page 149

20.      We note that your Lead Sponsors will control you following the
offering. We also note
         that your Lead Sponsors include investment entities affiliated with
Goldman Sachs, one of
         your underwriters in this offering. Please discuss the underwriting
arrangements here if it
         qualifies as a related party transaction.
Forum Selection, page 156

21.      Please revise to include disclosure in this section that the forum
selection provision will
         not apply to suits to enforce a duty or liability created by the
Securities Act, the Exchange
         Act or any other claim for which the federal courts have exclusive
jurisdiction.
Note 1. Organization and Summary of Significant Accounting Policies
Organization, page F-7

22.      Please revise to disclose your accounting treatment for the 51% owned
Privia
         Management Services Organization joint venture.
23.      You disclose here that the medical groups that are majority-owned by
you (owned medical
         groups) reflect their operations within your consolidated financial
results and that
         they have no ownership in the underlying physician practices. You also
disclose on page
         F-12 that your FFS-patient care revenue is generated from providing
healthcare services to
         patients through affiliated physician practices that are members of
your consolidated
         medical groups. Please respond to the following:

                Please clearly disclose the relationship between the owned
medical groups and their
              membered physician practices, including the revenue sources of
the owned medical
              groups and the physician practices and the related accounting
treatment.
                Since you consolidate the owned medical groups but not the
membered physician
              practices (because they are not owned), please provide us your
analysis of your basis
              for reporting related revenues on a gross basis under ASC
606-10-55-36 to -40.
Variable Interest Entities, page F-8

24.      You disclose here that your affiliated physician practices and your
non-owned medical
 Thomas Bartrum
FirstName  LastNameThomas    Bartrum
Privia Health Group, Inc.
Comapany
January 22,NamePrivia
            2021       Health Group, Inc.
January
Page  5 22, 2021 Page 5
FirstName LastName
         groups are not considered to be VIEs and thus not consolidated in your
financial
         statements. Please respond to the following:

                Please clarify for us, and revise if necessary, whether the
affiliated physician
              practices referenced here also include the affiliated physician
practices that are
              members of your consolidated medical groups. If not, please
revise here and
              throughout the filing to clearly distinguish affiliated
physicians practices with your
              owned and non-owned medical groups.
                Please describe to us, and revise if necessary, the
relationship and responsibilities
              between you and your non-owned medical groups and their
affiliated physician
              practices, including the service agreements, and billing and
payment arrangements.
                Please clarify for us the difference in your agreements with
those physician practices
              who are members of your consolidated medical group and those
affiliated physician
              practices of your non-owned medical group. Also, clarify for us
how those
              differences impacted your revenue recognition.
Revenue Recognition, page F-12

25.      Please revise to clarify the reason that the adoption of ASC 606
resulted in a
         reclassification of bad debt expense from general and administrative
expense to a contra
         revenue account.
26.      Please expand to further disclose details of all variable
consideration for FFS   patient care
         as well as for other revenue sources. Clarify the nature of implicit
price concessions,
         discounts or other reductions and the methods, inputs and assumptions
used in
         determining the related transaction price in accordance with ASC
606-10-50-20. We note
         that you disclosed rebates under certain management services
agreements on page 131.
Note 8. Note Payable, page F-23

27.      We note your disclosure that interest expense relating to the note
payable is included in
         general and administrative expenses in your consolidated statements of
operations. Please
         explain to us why this is not included in interest expense.
Exhibits

28.      Please list and attach all material agreements, including, but not
limited to, employment
         agreements, compensation arrangements, and services agreements.
General

29.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
 Thomas Bartrum
Privia Health Group, Inc.
January 22, 2021
Page 6

       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 Courtney Lindsay at (202) 551-7237 or Chris Edwards at (202) 551-6761
with any other
questions.



FirstName LastNameThomas Bartrum                         Sincerely,
Comapany NamePrivia Health Group, Inc.
                                                         Division of
Corporation Finance
January 22, 2021 Page 6                                  Office of Life
Sciences
FirstName LastName