UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Privia Health Group, Inc.
(Name
of Issuer)
Common Stock, $0.01 par value per share
(Title
of Class of Securities)
74276R102
(CUSIP
Number)
September
30, 2024
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒
Rule 13d-1(b)
☐
Rule 13d-1(c)
☐
Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 74276R102
1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Durable
Capital Partners LP
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
11,109,588 |
| 6 |
SHARED
VOTING POWER
0
|
| 7 |
SOLE
DISPOSITIVE POWER
11,109,588
|
| 8 |
SHARED
DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,109,588
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3%
|
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA,
PN
|
| |
|
|
|
| Item
1(a). | Name
of Issuer: |
Privia Health Group, Inc. (the “Issuer”)
| Item
1(b). | Address
of Issuer’s Principal Executive Offices: |
950 N. Glebe Rd., Suite 700
Arlington, Virginia 22203
| Item
2(a). | Names
of Person Filing: |
The
name of the person filing this report is:
Durable
Capital Partners LP (the “Reporting Person”)
| Item
2(b). | Address
of Principal Business Office or, if None, Residence: |
The
address of the principal business office of the Reporting Person is:
4747
Bethesda Avenue, Suite 1002
Bethesda,
Maryland 20814
| Item
2(c). | Citizenship
or Place of Organization: |
The
Reporting Person is a limited partnership organized under the laws of the State of Delaware.
| Item
2(d). | Title
of Class of Securities: |
Common Stock, $0.01 par value per
share (“Common Stock”)
74276R102
| Item
3. | If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c),
check whether
the person filing is a: |
| (a) | ☐ |
Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o). |
| (b) | ☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c). |
| (c) | ☐ |
Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c). |
| (d) | ☐ |
Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ☒ |
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ☐ |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ☐ |
A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ☐ |
A church plan that is excluded
from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| (j) | ☐ |
A non-U.S. institution that
is the functional equivalent of any of the institutions listed in § 240.13d-1 (b)(1)(ii)(A) through (I), so long as the non-U.S.
institution is subject to a regulatory scheme that is substantially comparable to the regulatory scheme applicable to the equivalent
U.S. institution. |
| (k) | ☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
The information required by
this item with respect to the Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G.
The ownership percentages reported are based on 119,564,972 outstanding shares of voting Common Stock as of August 2, 2024, as
reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024.
Durable Capital Master Fund LP
directly holds 6,564,134 shares of Common Stock and Durable Capital Opportunities Fund LP directly holds 4,545,454 shares of Common
Stock (together, the “Shares”). The Reporting Person, as the investment adviser to Durable Capital Master Fund LP and
Durable Capital Opportunities Fund LP, has sole power to direct the vote and disposition of the Shares. Durable Capital Partners
GP LLC (“Durable GP”) is the general partner of the Reporting Person, and Henry Ellenbogen is the chief investment
officer of the Reporting Person and the managing member of Durable GP.
| Item
5. | Ownership
of Five Percent or Less of a Class. |
Inapplicable.
| Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
See
disclosure of relationships among parties under Item 4. The economic benefits of the Shares are shared based on agreements among
the parties.
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person. |
See
control and Shares holding disclosure in Item 4.
| Item
8. | Identification
and Classification of Members of the Group. |
Inapplicable.
| Item
9. | Notice
of Dissolution of Group. |
Inapplicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DURABLE
CAPITAL PARTNERS LP
| Name: | Julie
Jack |
| Title: | Authorized
Person |