SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Pamplona Capital Partners III, L.P. (Last) (First) (Middle) C/O PAMPLONA CAPITAL MANAGEMENT LLC, 667 MADISON AVENUE, 22 FLOOR (Street) NEW YORK NY 10065 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/28/2021	3. Issuer Name and Ticker or Trading Symbol Privia Health Group, Inc. [ PRVA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 04/28/2021
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	95,878,470	I	See footnotes(1)(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This statement is being filed by Pamplona Capital Partners III, L.P. (the "Reporting Person").

2. The Reporting Person may be deemed to beneficially own indirectly, in the aggregate, 95,878,470 shares of common stock, par value $0.01 per share (the "Common Stock") of the Issuer by reason of the membership interests in Brighton Health Group Holdings, LLC ("BHG"), the Issuer's parent holding company, held by the Reporting Person.

3. The Reporting Person is controlled by Pamplona Equity Advisors III Ltd, its general partner. John C. Halsted owns 100% of the shares of Pamplona Equity Advisors III, Ltd. Pamplona PE Investments Malta Limited serves as an investment manager to the Reporting Person. Pamplona Capital Management LLP, Pamplona Capital Management LLC and Pamplona Capital Management (Monaco) SAM (together, the "Pamplona Manager Entities") serve as investment advisors to Pamplona PE Investments Malta Limited. Mr. John C. Halsted and Alexander M. Knaster are the principals of the Pamplona Manager Entities. Pamplona Private Equity Carryco III, L.P. is controlled by Pamplona Equity Carryco Advisors III, Ltd., its general partner. Pamplona PE Investments II, Ltd. owns 100% of the shares of Pamplona Equity Carryco Advisors III, Ltd. Mr. Alexander M. Knaster owns 100% of the shares of Pamplona PE Investments II, Ltd.

4. The Reporting Person disclaims beneficial ownership of all shares of Common Stock except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person 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.

Remarks:

This Form 3 amendment is being filed to amend the original Form 3 filed on April 28, 2021 to clarify that Pamplona Private Equity Carryco III, L.P., Pamplona Equity Carryco Advisors III, Ltd. and Pamplona PE Investments II, Ltd. beneficially own the shares of Common Stock reported herein. Due to limitations on the number of reporting persons permitted in one filing on the SEC EDGAR filing system, the following entities are filing a separate Form 3 amendment to clarify the same: (i) Pamplona Equity Advisors III Ltd., (ii) Pamplona Private Equity Carryco III, L.P., (iii) Pamplona Equity Carryco Advisors III, Ltd., (iv) Pamplona PE Investments II, Ltd., (v) Pamplona PE Investments Malta Limited, (vi) Pamplona Capital Management LLP, (vii) Pamplona Capital Management LLC, (viii) Pamplona Capital Management (Monaco) SAM, (ix) John C. Halsted and (x) Alexander M. Knaster.

	/s/ Ronan Guilfoyle, Director of Pamplona Equity Advisors III Ltd., its General Partner of Pamplona Capital Partners III, L.P.	04/29/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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