The cornerstone of ambulatory care training for internal medicine residents is the continuity clinic, which often serves medically and psychosocially complex patients. We conducted and evaluated a population-oriented redesign to improve care for "high-needs" patients and the resident experience at a hospital-based safety net primary care internal medicine practice in the Southeastern U.S. A Define, Measure, Analyze, Implement, Control (DMAIC) framework was adapted to identify and develop three main interventions to address major unmet needs of patients and trainees: (1) a behavioral health-focused team care model; (2) a formalized hospital discharge transitions workflow; and (3) the creation of larger "firms" of smaller resident practice partnerships. We constructed a financial model to justify investments, with metrics to track progress. Over three years, sustained reductions in hospitalizations and ED visits (mean annual changes of -11.6% and -16.9%, respectively) were achieved. Resident primary care provider (PCP)-to-patient continuity and satisfaction also improved.