United States securities and exchange commission logo

                             March 1, 2021

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

                                                        Re: Privia Health
Group, Inc.
                                                            Amendment 1 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted February
16, 2021
                                                            CIK No. 0001759655

       Dear Mr. Bartrum:

             We have reviewed your amended 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

             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

       DRS S-1 Amendment #1 filed February 16, 2021

       Prospectus Summary, page 1

   1.                                                   We note your response
to our prior comment 4 and reissue it in part. Please disclose the
                                                        revenue and net income
(loss) generated by your owned subsidiaries and the same for
                                                        your non-owned
   2.                                                   We note your response
to our prior comment 7 and reissue it in part. Please include in
                                                        your Prospectus Summary
an overview of the competitive landscape. Expand your Risk
                                                        Factors summary as
necessary to include this information.
 Thomas Bartrum
Privia Health Group, Inc.
March 1, 2021
Page 2
Technology and Population Health, page 7

3.    We note your response to our prior comment 8 and reissue it. Please
modify your graphic
      here to ensure that all text is legible. Please make such adjustments
throughout your filing
      as necessary.
Case Studies, page 123

4.    We note your response to our prior comment 18. Please revise your
disclosure to include
      the substance of your response.
Consolidated Financial Statements
Note 1. Organization and Summary of Significant Accounting Policies
Revenue Recogntion, page F-13

5.    We note your revised disclosures for the principal or agent consideration
with respect to
      FFS-patient care revenue. Please explain to us, and revise if necessary,
how you have
      considered the risk of loss in your analysis, including the following:

             How you structure your compensation arrangements with physicians
associated with
           your owned medical groups, who are also the minority owners of these
           groups. In that regard, we note the disclosure that you set
reimbursement rates
           and physician and practice expense consists primarily of physician
           payments and costs to run the practices that provide medical
services and
           this expense is typically a percentage of revenue or fixed cost
based on a range of
             Who bears the risk of loss related to payments from governmental,
commercial or
           patient payers.
             Who is responsible for any losses at the physician practices.

       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

FirstName LastNameThomas Bartrum
                                                            Division of
Corporation Finance
Comapany NamePrivia Health Group, Inc.
                                                            Office of Life
March 1, 2021 Page 2
cc:       Richard Truesdell
FirstName LastName