Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 ^* Pamplona Capital Partners III, L.P.	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) C/O PAMPLONA CAPITAL MANAGEMENT LLC,, 667 MADISON AVENUE, 22ND FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 5/8/2023
(Street) NEW YORK, NY 10065	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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/8/2023		S		17741723 ⁽²⁾	D	$21.615 ⁽²⁾	0	I	See Footnotes ⁽¹⁾⁽³⁾⁽⁴⁾

*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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. ("PEA III"), (iii) Pamplona Private Equity Carryco III, L.P. ("Carryco III"), (iv) Pamplona Equity Carryco Advisors III, Ltd. ("PECA III"), (v) Pamplona PE Investments II, Ltd. ("PE Inv II"), (vi) Pamplona PE Investments Malta Limited ("PE Malta"), (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)	Pursuant to an underwriting agreement, dated May 4, 2023 (the "Underwriting Agreement"), and in connection with a registered secondary offering and sale of common stock, par value $0.01 per share (the "Common Stock") of Privia Health Group, Inc. (the "Company") by the selling stockholders listed on Schedule I to the Underwriting Agreement, PCP III sold 13,483,709 shares of Common Stock and Carryco III sold 4,258,014 shares of Common Stock at a purchase price of $21.615 per share.
(3)	PCP III and Carryco III are controlled by their respective general partners, PEA III and PECA III, which are both owned by PE Inv II, itself owned 100% by Mr. Knaster. PE Malta serves as an investment manager to PCP III. Pamplona Capital Management LLP and Pamplona Capital Management LLC (collectively, the "Pamplona Manager Entities") serve as investment advisors to PE Malta. Messrs. Halsted and Knaster are the principals of the Pamplona Manager Entities. Accordingly, each Reporting Person may be deemed to share beneficial ownership of the securities held of record by PCP III and Carryco III.
(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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Pamplona Capital Partners III, L.P. C/O PAMPLONA CAPITAL MANAGEMENT LLC, 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY 10065		X
Pamplona Equity Advisors III Ltd C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY 10065		X
Pamplona Private Equity Carryco III, L.P. C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY 10065		X
Pamplona Equity Carryco Advisors III, Ltd. C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY 10065		X
Pamplona PE Investments II, Ltd. C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY 10065		X
Pamplona PE Investments Malta Ltd C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY 10065		X
Pamplona Capital Management, LLP C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY 10065		X
Pamplona Capital Management, LLC C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY 10065		X
Halsted John C. C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY 10065		X
Knaster Alexander M C/O PAMPLONA CAPITAL MANAGEMENT LLC 667 MADISON AVENUE, 22ND FLOOR NEW YORK, NY 10065		X

Signatures
/s/ Ronan Guilfoyle, Director of Pamplona Equity Advisors III Ltd., its General Partner of PAMPLONA CAPITAL PARTNERS III, L.P.		5/11/2023
^**Signature of Reporting Person		Date
/s/ Ronan Guilfoyle, Director of PAMPLONA EQUITY ADVISORS III LTD.		5/11/2023
^**Signature of Reporting Person		Date
/s/ Ronan Guilfoyle, Director of Pamplona Equity Carryco Advisors III, Ltd., its General Partner of PAMPLONA PRIVATE EQUITY CARRYCO III, L.P.		5/11/2023
^**Signature of Reporting Person		Date
/s/ Ronan Guilfoyle, Director of PAMPLONA EQUITY CARRYCO ADVISORS III, LTD.		5/11/2023
^**Signature of Reporting Person		Date
/s/ Ronan Guilfoyle, Director of PAMPLONA PE INVESTMENTS II, LTD.		5/11/2023
^**Signature of Reporting Person		Date
/s/ Stephen Gauci, Director of PAMPLONA PE INVESTMENTS MALTA LIMITED		5/11/2023
^**Signature of Reporting Person		Date
/s/ Kevin O'Flaherty, Designated Member of PAMPLONA CAPITAL MANAGEMENT LLP		5/11/2023
^**Signature of Reporting Person		Date
/s/ Stephen Gauci, Managing Member of PAMPLONA CAPITAL MANAGEMENT LLC		5/11/2023
^**Signature of Reporting Person		Date
/s/ John C. Halsted		5/11/2023
^**Signature of Reporting Person		Date
/s/ Alexander Knaster		5/11/2023
^**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.
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