FORM 4
☒ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GOLDMAN SACHS GROUP INC		 2. Issuer Name and Ticker or Trading Symbol

Privia Health Group, Inc. [ PRVA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

200 WEST STREET		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/8/2023
(Street)

NEW YORK, NY 10282		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/8/2023  S  24819473 D$21.615 (1)110337 I (1)(2)(3)(4)(5)See footnotes 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) Pursuant to an underwriting agreement, dated May 4, 2023 (the "Underwriting Agreement"), Broad Street, MBD Holdings and Bridge Street Holdings offered and sold an aggregate 24,819,473 shares of Common Stock as set forth in the final prospectus filed by the Issuer on May 5, 2023, which offering was consummated on May 8, 2023 (the "Offering"). The amount above represents the $22.00 public offering price per share of Common Stock in the Offering less the underwriting discount of $0.385 per share of Common Stock.
(2) This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), MBD 2013, L.P. ("MBD Onshore"), MBD 2013 Offshore, L.P. ("MBD Offshore"), MBD 2013 Holdings, L.P. ("MBD Holdings"), Broad Street Principal Investments, L.L.C. ("Broad Street"), Bridge Street 2013, L.P. ("Bridge Street Onshore"), Bridge Street 2013 Offshore, L.P. ("Bridge Street Offshore"), Bridge Street 2013 Holdings, L.P. ("Bridge Street Holdings" and, together with MBD Onshore, MBD Offshore, MBD Holdings, Broad Street, Bridge Street Onshore and Bridge Street Offshore, the "GS Funds"), MBD Advisors, L.L.C. ("MBD Advisors"), and Bridge Street Opportunity Advisors, L.L.C. ("Bridge Street Advisors" and, together with GS Group, Goldman Sachs, the GS Funds and MBD Advisors, the "Reporting Persons").
(3) Because of the relationships among the Reporting Persons, each of GS Group and Goldman Sachs may be deemed a beneficial owner of all such shares of Common Stock, MBD Advisors, MBD Onshore and MBD Offshore may be deemed a beneficial owner of the shares held by MBD 2013 Holdings and Bridge Street Advisors, Bridge Street Onshore and Bridge Street Offshore may be deemed a beneficial owner of the shares held by Bridge Street Holdings. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the GS Funds. Each of Goldman Sachs and Broad Street is a subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the GS Funds.
(4) 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.
(5) Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GOLDMAN SACHS GROUP INC
200 WEST STREET
NEW YORK, NY 10282
X

GOLDMAN SACHS & CO. LLC
200 WEST STREET
NEW YORK, NY 10282
X

Bridge Street 2013 Holdings, L.P.
200 WEST STREET
NEW YORK, NY 10282
X

Bridge Street 2013 Offshore, L.P.
200 WEST STREET
NEW YORK, NY 10282
X

Bridge Street 2013, L.P.
200 WEST STREET
NEW YORK, NY 10282
X

Bridge Street Opportunity Advisors, L.L.C.
200 WEST STREET
NEW YORK, NY 10282
X

MBD 2013 Holdings, L.P.
200 WEST STREET
NEW YORK, NY 10282
X

MBD 2013 Offshore, L.P.
200 WEST STREET
NEW YORK, NY 10282
X

Broad Street Principal Investments, L.L.C.
200 WEST STREET
NEW YORK, NY 10282
X
Signatures
/s/ Jamison Yardley, Attorney-in-fact5/10/2023
**Signature of Reporting PersonDate

/s/ Jamison Yardley, Attorney-in-fact5/10/2023
**Signature of Reporting PersonDate

/s/ Jamison Yardley, Attorney-in-fact5/10/2023
**Signature of Reporting PersonDate

/s/ Jamison Yardley, Attorney-in-fact5/10/2023
**Signature of Reporting PersonDate

/s/ Jamison Yardley, Attorney-in-fact5/10/2023
**Signature of Reporting PersonDate

/s/ Jamison Yardley, Attorney-in-fact5/10/2023
**Signature of Reporting PersonDate

/s/ Jamison Yardley, Attorney-in-fact5/10/2023
**Signature of Reporting PersonDate

/s/ Jamison Yardley, Attorney-in-fact5/10/2023
**Signature of Reporting PersonDate

/s/ Jamison Yardley, Attorney-in-fact5/10/2023
**Signature of Reporting PersonDate
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 control number.
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