| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Privia Health Group, Inc. [ PRVA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/04/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 04/06/2022 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/04/2022 | J(2) | 4,804,754 | D | (2) | 15,215,054 | I | See Footnotes(1)(3)(4) | ||
| Common Stock | 04/04/2022 | J(2) | 4,804,754 | A | (2) | 20,019,808 | I | See Footnotes(1)(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This statement is being filed by (i) Pamplona Capital Partners III, L.P. ("PCP III") (ii) Pamplona Equity Advisors III Ltd., (iii) Pamplona Private Equity Carryco III, L.P. ("PPEC"), (iv) Pamplona Equity Carryco Advisors III, Ltd., (v) Pamplona PE Investments II, Ltd., (vi) Pamplona PE Investments Malta Limited, (vii) Pamplona Capital Management LLP, (viii) Pamplona Capital Management LLC, (ix) John C. Halsted and (x) Alexander M. Knaster (the foregoing, collectively, the "Reporting Persons"). |
| 2. Represents a cross-trade, pursuant to which PCP III transferred 4,804,754 shares of common stock, par value $0.01 per share (the "Common Stock") of Privia Health Group, Inc. to PPEC for no monetary consideration. |
| 3. The shares of Common Stock are held by PCP III and PPEC. PCP III 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 PCP III. Pamplona Capital Management LLP and Pamplona Capital Management LLC (together, the "Pamplona Manager Entities") serve as investment advisors to Pamplona PE Investments Malta Limited. Mr. John C. Halsted and Mr. Alexander M. Knaster are the principals of the Pamplona Manager Entities. PPEC 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. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such person or entity 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 4 amendment is being filed to include Pamplona PE Investments II, Ltd. as a Reporting Person and to clarify the ownership of Pamplona Equity Carryco Advisors III, Ltd. |
| /s/ Ronan Guilfoyle, Director of Pamplona Equity Advisors III Ltd., its General Partner of PAMPLONA CAPITAL PARTNERS III, L.P. | 04/29/2022 | |
| /s/ Ronan Guilfoyle, Director of PAMPLONA EQUITY ADVISORS III LTD. | 04/29/2022 | |
| /s/ Ronan Guilfoyle, Director of Pamplona Equity Carryco Advisors III, Ltd., its General Partner of PAMPLONA PRIVATE EQUITY CARRYCO III, L.P. | 04/29/2022 | |
| /s/ Ronan Guilfoyle, Director of PAMPLONA EQUITY CARRYCO ADVISORS III, LTD. | 04/29/2022 | |
| /s/ Lori Griffith, Director of PAMPLONA PE INVESTMENTS II, LTD. | 04/29/2022 | |
| /s/ Stephen Gauci, Director of PAMPLONA PE INVESTMENTS MALTA LIMITED | 04/29/2022 | |
| /s/ Kevin O'Flaherty, Designated Member of PAMPLONA CAPITAL MANAGEMENT LLP | 04/29/2022 | |
| /s/ Stephen Gauci, Managing Member of PAMPLONA CAPITAL MANAGEMENT LLC | 04/29/2022 | |
| /s/ John C. Halsted | 04/29/2022 | |
| /s/ Alexander Knaster | 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 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||