UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Privia Health Group, Inc.
| (Name of Issuer) |
Common Stock, $0.01 par value per share |
| (Title of Class of Securities) |
74276R102 |
| (CUSIP Number) |
|
| December 31, 2021 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 74276R102 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSONS
Pamplona Capital Partners III, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
20,019,808* | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
20,019,808* |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,019,808* | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.8%* | |
| 12 | TYPE OF REPORTING PERSON
PN | |
*See Item 4 for additional information.
| CUSIP No. 74276R102 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSONS
Pamplona Equity Advisors III Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
|||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
20,019,808* | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
20,019,808* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,019,808* | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.8%* | |||
| 12 | TYPE OF REPORTING PERSON
CO | |||
*See Item 4 for additional information.
| CUSIP No. 74276R102 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSONS
Pamplona Private Equity Carryco III, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
|||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
20,019,808* | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
20,019,808* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,019,808* | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.8%* | |||
| 12 | TYPE OF REPORTING PERSON
PN | |||
*See Item 4 for additional information.
| CUSIP No. 74276R102 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSONS
Pamplona Equity Carryco Advisors III, Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
|||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
20,019,808* | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
20,019,808* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,019,808* | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.8%* | |||
| 12 | TYPE OF REPORTING PERSON
CO | |||
*See Item 4 for additional information.
| CUSIP No. 74276R102 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSONS
Pamplona PE Investments II, Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
|||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
20,019,808* | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
20,019,808* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,019,808* | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.8%* | |||
| 12 | TYPE OF REPORTING PERSON
CO | |||
See Item 4 for additional information.
| CUSIP No. 74276R102 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSONS
Pamplona PE Investments Malta Limited | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
|||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Malta | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
20,019,808* | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
20,019,808* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,019,808* | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.8%* | |||
| 12 | TYPE OF REPORTING PERSON
CO | |||
*See Item 4 for additional information.
| CUSIP No. 74276R102 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSONS
Pamplona Capital Management LLP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
|||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
20,019,808* | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
20,019,808* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,019,808* | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.8%* | |||
| 12 | TYPE OF REPORTING PERSON
PN | |||
*See Item 4 for additional information.
| CUSIP No. 74276R102 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSONS
Pamplona Capital Management LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
|||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
20,019,808* | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
20,019,808* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,019,808* | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.8%* | |||
| 12 | TYPE OF REPORTING PERSON
OO | |||
*See Item 4 for additional information.
| CUSIP No. 74276R102 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSONS
Pamplona Capital Management (PE) SL | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
|||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Spain | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
0* | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
0* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0* | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%* | |||
| 12 | TYPE OF REPORTING PERSON
OO | |||
*See Item 4 for additional information.
| CUSIP No. 74276R102 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSONS
John C. Halsted | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
|||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
20,019,808* | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
20,019,808* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,019,808* | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.8%* | |||
| 12 | TYPE OF REPORTING PERSON
IN | |||
*See Item 4 for additional information.
| CUSIP No. 74276R102 | SCHEDULE 13G |
| 1 | NAME OF REPORTING PERSONS
Alexander M. Knaster | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
|||
| 3 | SEC USE ONLY
| |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||
| 6 | SHARED VOTING POWER
20,019,808* | |||
| 7 | SOLE DISPOSITIVE POWER
0 | |||
| 8 | SHARED DISPOSITIVE POWER
20,019,808* | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,019,808* | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.8%* | |||
| 12 | TYPE OF REPORTING PERSON
IN | |||
*See Item 4 for additional information.
| CUSIP No. 74276R102 | SCHEDULE 13G |
| Item 1. | (a) Name of Issuer |
Privia Health Group, Inc. (the “Issuer”)
| Item 1. | (b) Address of Issuer’s Principal Executive Offices |
950 N. Glebe Rd., Suite 700, Arlington, Virginia 22203
| Item 2. | (a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
This report on Schedule 13G is being filed by (i) Pamplona Capital Partners III, L.P., a Cayman Islands exempted limited partnership (“PCP III”), (ii) Pamplona Equity Advisors III Ltd., a Cayman Islands exempted company (“PEA III”), (iii) Pamplona Private Equity Carryco III, L.P., a Cayman Islands exempted limited partnership (“PPEC III”), (iv) Pamplona Equity Carryco Advisors III, Ltd, a Cayman Islands exempted company (“PECA III”), (v) Pamplona PE Investments II, Ltd., a Cayman Islands exempted company (“PPEI”), (vi) Pamplona PE Investments Malta Limited, a Malta limited company (“PE Malta”), (vii) Pamplona Capital Management LLP, a United Kingdom limited liability partnership (“PCM LLP”), (viii) Pamplona Capital Management LLC, a Delaware limited liability company (“PCM LLC, and together with PCM LLP, the “Pamplona Manager Entities”), (ix) Pamplona Capital Management (PE) SL, a Spanish limited liability company (“PCM SL”), (x) John C. Halsted, a citizen of the United States, and (xi) Alexander M. Knaster, a citizen of the United Kingdom (collectively, the “Reporting Persons”).
The address for the Reporting Persons is: c/o Pamplona Capital Management LLC, 667 Madison Avenue, 22nd Floor, New York, NY 10065.
| Item 2. | (d) Title of Class of Securities |
Common Stock, $0.01 par value per share (the “Common Stock”)
| Item 2. | (e) CUSIP No.: |
74276R102
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a: |
N/A
| CUSIP No. 74276R102 | SCHEDULE 13G |
Item 4. Ownership
As reported in the cover pages to this report, the ownership information with respect to the Reporting Persons is as follows:
(a) Amount Beneficially Owned: 20,019,808*
(b) Percent of Class: 18.8%*
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 20,019,808*
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 20,019,808*
* As of December 31, 2021, PCP III held 20,019,808 shares of Common Stock. PCP III is controlled by PEA III, its general partner. Mr. Halsted owns 100% of the shares of PEA III. PE Malta serves as an investment manager to PCP III. The Pamplona Manager Entities serve as investment advisors to PE Malta. Mr. Halsted and Mr. Knaster are the principals of the Pamplona Manager Entities. PPEC III is controlled by PECA III, its general partner. PPEI owns 100% of the shares of PECA III. Mr. Alexander Knaster owns 100% of the shares of PPEI. As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, each of PEA III, PPEC III, PECA III, PPEI, PE Malta, the Pamplona Manager Entities, Mr. Halsted and Mr. Knaster may be deemed to beneficially own the 20,019,808 shares of Common Stock held by PCP III.
The Schedule 13G filed with the Securities and Exchange Commission on February 14, 2022 inadvertently (i) included PCM SL as a Reporting Person and (ii) omitted PPEC III, PECA III and PPEI as Reporting Persons.
Ownership percentages are based on 106,498,546 shares of Common Stock reported as issued and outstanding in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]*.
*Represents an exit filing solely with respect to PCM SL.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
Not applicable.
| CUSIP No. 74276R102 | SCHEDULE 13G |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 29, 2022
| Pamplona Capital Partners III, L.P. | ||
| By: | Pamplona Equity Advisors III Ltd., its general partner | |
| By: | /s/ Ronan Guilfoyle | |
| Ronan Guilfoyle, Director | ||
| Pamplona Equity Advisors III Ltd. | ||
| By: | /s/ Ronan Guilfoyle | |
| Ronan Guilfoyle, Director | ||
| Pamplona Private Equity Carryco III, L.P. | ||
| By: | /s/ Ronan Guilfoyle | |
| Ronan Guilfoyle, Director | ||
| Pamplona Equity Carryco Advisors III, Ltd. | ||
| By: | /s/ Ronan Guilfoyle | |
| Ronan Guilfoyle, Director | ||
| Pamplona PE Investments II, Ltd. | ||
| By: | /s/ Lori Griffith | |
| Lori Griffith, Director | ||
| Pamplona PE Investments Malta Limited | ||
| By: | /s/ Stephen Gauci | |
| Stephen Gauci, Director | ||
| Pamplona Capital Management LLP | ||
| By: | /s/ Kevin O’Flaherty | |
| Kevin O’Flaherty, Designated Member | ||
| Pamplona Capital Management LLC | ||
| By: | /s/ Stephen Gauci | |
| Stephen Gauci, Managing Member | ||
| Pamplona Capital Management (PE) SL | ||
| By: | /s/ Martin Schwab | |
| Martin Schwab, Director | ||
| /s/ John C. Halsted | ||
| John C. Halsted | ||
| /s/ Alexander M. Knaster | ||
| Alexander M. Knaster | ||
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.
Dated: April 29, 2022
| Pamplona Capital Partners III, L.P. | ||
| By: | Pamplona Equity Advisors III Ltd., its general partner | |
| By: | /s/ Ronan Guilfoyle | |
| Ronan Guilfoyle, Director | ||
| Pamplona Equity Advisors III Ltd. | ||
| By: | /s/ Ronan Guilfoyle | |
| Ronan Guilfoyle, Director | ||
| Pamplona Private Equity Carryco III, L.P. | ||
| By: | /s/ Ronan Guilfoyle | |
| Ronan Guilfoyle, Director | ||
| Pamplona Equity Carryco Advisors III, Ltd. | ||
| By: | /s/ Ronan Guilfoyle | |
| Ronan Guilfoyle, Director | ||
| Pamplona PE Investments II, Ltd. | ||
| By: | /s/ Lori Griffith | |
| Lori Griffith, Director | ||
| Pamplona PE Investments Malta Limited | ||
| By: | /s/ Stephen Gauci | |
| Stephen Gauci, Director | ||
| Pamplona Capital Management LLP | ||
| By: | /s/ Kevin O’Flaherty | |
| Kevin O’Flaherty, Designated Member | ||
| Pamplona Capital Management LLC | ||
| By: | /s/ Stephen Gauci | |
| Stephen Gauci, Managing Member | ||
| Pamplona Capital Management (PE) SL | ||
| By: | /s/ Martin Schwab | |
| Martin Schwab, Director | ||
| /s/ John C. Halsted | ||
| John C. Halsted | ||
| /s/ Alexander M. Knaster | ||
| Alexander M. Knaster | ||