Form 4 for PRVA Privia Health Group, Inc.
Accepted 2021-11-26 00:00:00 ET · period of report 2021-11-23 · accession 0000905718-21-001539 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| I | 2021-11-26 | 2021-11-23 | PRVA | Pamplona Capital Management, LLC | 10% | S - Sale | $27.70 | -1.79M | 20.02M | -8% | -$49.62M |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2021-11-23 | S | D | 1,791,175 | $27.70 | 20,019,808 | I See Foonotes | — | — | (F2) Pursuant to an underwriting agreement, dated November 18, 2021 (the "Underwriting Agreement"), and in connection with the public offering of common stock, par value $0.01 per share (the "Common Stock") of Privia Health Group, Inc. (the "Company") by the Company, the Company sold 6,000,000 shares (excluding 900,000 additional shares which the underwriters have the right to purchase) of Common Stock pursuant to the final prospectus filed by the Company on November 16, 2021, which offering was consummated on November 23, 2021 (the "Public Offering"). The amount above represents the $30.62 public maximum offering price per share of Common Stock in the Public Offering less the effective public offering discount and underwriting discount of $2.93 per share of Common Stock. The shares sold were held by a private investor group, which includes Pamplona Capital Partners III, L.P. (F4) 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. (F1) 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) John C. Halsted, and (vii) Alexander Knaster (the foregoing, collectively, the "Reporting Persons"). (F3) As of November 23, 2021, as a result of the Public Offering, the Reporting Persons may be deemed to beneficially own indirectly 20,019,808 shares of Common Stock by reason of the shares in the 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, and Pamplona Capital Management LLC (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. |