| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Privia Health Group, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
950 N. Glebe Rd., Suite 700, Arlington,
VIRGINIA
, 22203. |
| Item 2. | Identity and Background |
|
| (a) | Puma Growth Holdings, LLC, a Delaware limited liability company ("Puma"), Rubicon Founders OP GP, LP, a Delaware limited partnership ("RF OP GP"), Rubicon Founders OP GP 2 LLC, a Delaware limited liability company ("RF OP GP 2"), Rubicon Founders LLC, a Delaware limited liability company ("Rubicon Founders"), and Adam Boehler |
| (b) | 1316 Adams St., Suite 400, Nashville, TN 37208 |
| (c) | The principal business of each of the Reporting Persons is investment and/or investment management. |
| (d) | During the five years preceding the date of this filing, none of the Reporting Persons nor, to the best of the Reporting Persons' knowledge, any of the Related Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the five years preceding the date of this filing, none of the Reporting Persons nor, to the best of the Reporting Persons' knowledge, any of the Related Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Persons (other than Mr. Boehler). are organized under the laws of the state of Delaware. Mr. Boehler is a United States citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The Common Stock reported herein as being beneficially owned by the Reporting Persons was purchased using working capital of the Reporting Persons or their affiliates. An aggregate of approximately $138,436,812 (excluding brokerage commissions) was used to purchase the Common Stock reported as beneficially owned by the Reporting Persons in this Schedule 13D. |
| Item 4. | Purpose of Transaction |
| | The Reporting Persons originally acquired the Common Stock reported herein for investment purposes because they believed such shares represented an attractive investment opportunity. The Reporting Persons intend to review their investments in the Issuer on a continuing basis and in connection with such review communicate with officers and directors of the Issuer or other stockholders or third parties, such as industry analysts, existing or potential strategic partners, investment professionals and other investors. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of the Common Stock beneficially owned by each of the Reporting Persons. The percentages reported in this Schedule 13D were calculated based on a total of 127,734,207 shares of Common Stock issued and outstanding as of July 31, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 6, 2026. |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | Type of Transaction Shares of Common Stock Purchased/Sold Price Per Share Date of Purchase
Sell 100,000 $27.21 07/07/2026
Sell 97,557 $27.65 07/13/2026
Buy 301,807 $20.98 08/06/2026
Buy 51,521 $21.00 08/24/2026
Buy 150,005 $20.98 08/25/2026
Buy 100,000 $20.90 08/27/2026
Buy 95,658 $20.91 09/01/2026 |
| (d) | Other than the Reporting Persons, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of the Common Stock. |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Other than the Joint Filing Agreement attached as Exhibit A hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among any Reporting Person or between such persons and any person with respect to any securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit A, Joint Filing Agreement |