Pamplona Capital Management Form 3 Privia Health / Alexander M Knaster ownership change

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)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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

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)

1. Name and Address of Reporting Person^*

Pamplona PE Investments Malta Ltd

(Last) (First) (Middle)

C/O PAMPLONA CAPITAL MANAGEMENT LLC

667 MADISON AVENUE, 22 FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pamplona Capital Management, LLP

(Last) (First) (Middle)

C/O PAMPLONA CAPITAL MANAGEMENT LLC

667 MADISON AVENUE, 22 FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pamplona Capital Management, LLC

(Last) (First) (Middle)

C/O PAMPLONA CAPITAL MANAGEMENT LLC

667 MADISON AVENUE, 22 FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pamplona Capital Management (Monaco) SAM

(Last) (First) (Middle)

C/O PAMPLONA CAPITAL MANAGEMENT LLC

667 MADISON AVENUE, 22ND FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Halsted John C.

(Last) (First) (Middle)

C/O PAMPLONA CAPITAL MANAGEMENT LLC

667 MADISON AVENUE, 22ND FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Knaster Alexander M

(Last) (First) (Middle)

C/O PAMPLONA CAPITAL MANAGEMENT LLC

667 MADISON AVENUE, 22ND FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

Explanation of Responses:

1. This statement is being filed by (i) Pamplona Capital Partners III, L.P., (ii) Pamplona Equity Advisors III Ltd, (iii) Pamplona PE Investments Malta Limited, (iv) Pamplona Capital Management LLP, (v) Pamplona Capital Management LLC, (vi) Pamplona Capital Management (Monaco) SAM, (vii) John C. Halsted, and (viii) Alexander Knaster (the foregoing, collectively, the "Reporting Persons").

2. The Reporting Persons 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 Pamplona Capital Partners III, L.P. Pamplona Capital Partners III, L.P. 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 Pamplona Capital Partners III, L.P. 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 Mr. Alexander Knaster are the principals of the Pamplona Manager Entities.

3. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock except to the extent of their 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.

	/s/ Ronan Guilfoyle, Director of Pamplona Equity Advisors III Ltd., its General Partner of Pamplona Capital Partners III, L.P.	04/28/2021
	/s/ Ronan Guilfoyle, Director of Pamplona Equity Advisors III Ltd	04/28/2021
	/s/ Stephen Gauci, Director of Pamplona PE Investments Malta Limited	04/28/2021
	/s/ Kevin O'Flaherty, Designated Member of Pamplona Capital Management LLP	04/28/2021
	/s/ Susan Thomson, Director of Pamplona PE Investements US Limited, managing member of Pamplona Capital Management LLC	04/28/2021
	/s/ Stephen Gauci, Administrator of Pamplona Capital Management (Monaco) SAM	04/28/2021
	/s/ John C. Halsted	04/28/2021
	** Signature of Reporting Person	Date
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