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United States securities and exchange commission logo
April 4, 2023
Shawn Morris
Chief Executive Officer
Privia Health Group, Inc.
950 N. Glebe Road, Suite 700
Arlington, Virginia 22203
Re: Privia Health
Group, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed March 1, 2023
File No. 001-40365
Dear Shawn Morris :
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comment. In our comment, we may ask
you to provide us
with information so we may better understand your disclosure.
Please respond to the comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Key Metrics and Non-GAAP Financial Measures, page 72
1. In future filings,
please revise to reconcile the non-GAAP measures "Care Margin" and
"Platform Contribution"
to the most comparable GAAP measure, which appears to
be Gross Profit, even
if it is not presented on the face of the Statements of Operations.
Please also revise the
similar reconciliation in Exhibit 99.1 to your Form 8-K dated
February 28, 2023.
Shawn Morris
Privia Health Group, Inc.
April 4, 2023
Page 2
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Christie Wong at (202) 551-3684 or Julie Sherman at (202)
551-
3640 with any questions.
Sincerely,
FirstName LastNameShawn Morris
Division of
Corporation Finance
Comapany NamePrivia Health Group, Inc.
Office of Industrial
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April 4, 2023 Page 2 Services
FirstName LastName