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* Mehrotra Parth (Last) (First) (Middle) PRIVIA HEALTH GROUP, INC. 950 N. GLEBE RD., SUITE 700. (Street) ARLINGTON VA 22203 (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 10% Owner X Officer (give title below) Other (specify below) President and COO	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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)

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
Stock Option (Right to Purchase)	(1)(4)	08/27/2033	Common Stock	1,898,584	$2	D
Stock Option (Right to Purchase)	(2)(4)	12/03/2034	Common Stock	751,103	$2	D
Stock Option (Right to Purchase)	(3)(4)	09/07/2035	Common Stock	173,694	$2	D

Explanation of Responses:

1. Reflects the grant of stock options to purchase shares of common stock, $0.01 par value per share, of the Issuer under the Issuer's Second Amended and Restated PH Group Parent Corp. Stock Option Plan (the "Plan"). 1,351,465 of the stock options are fully vested and exercisable.

2. Reflects the grant of stock options to purchase shares of common stock of the Issuer under the Plan. 432,085 of the stock options are fully vested and exercisable. 92,887 of the stock options will vest 50% on December 4, 2021 and 50% on December 4, 2022.

3. Reflects the grant of stock options to purchase shares of common stock of the Issuer under the Plan. 104,216 of the stock options are fully vested and exercisable.

4. The remaining unvested stock options are scheduled to vest and become exercisable 50% on the 12 month anniversary of the Issuer's initial public offering and 50% on the 18 month anniversary of the Issuer's initial public offering.

	/s/ Thomas Bartrum, EVP, General Counsel	04/28/2021
	** 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 5 (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).
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