FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Mango Lisa A
2. Issuer Name and Ticker or Trading Symbol

1Life Healthcare Inc [ ONEM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
General Counsel and Secretary
(Last)          (First)          (Middle)

C/O 1LIFE HEALTHCARE, INC., ONE EMBARCADERO CENTER, SUITE 1900
3. Date of Earliest Transaction (MM/DD/YYYY)

2/22/2023
(Street)

SAN FRANCISCO, CA 94111
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 2/22/2023  D  88385.00 D$18.00 (1)0.00 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $4.01 2/22/2023  D     3750.00   (3)9/13/2027 Common Stock 3750.00  (2)0.00 D  
Stock Option (Right to Buy) $7.77 2/22/2023  D     12870.00   (3)9/19/2028 Common Stock 12870.00  (2)0.00 D  
Stock Option (Right to Buy) $11.47 2/22/2023  D     55000.00   (5)9/18/2029 Common Stock 55000.00  (2)(4)0.00 D  
Stock Option (Right to Buy) $11.56 2/22/2023  D     19222.00   (6)11/20/2029 Common Stock 19222.00  (2)(4)0.00 D  
Stock Options (Right to buy) $42.68 2/22/2023  D     42325.00   (6)1/14/2031 Common Stock 42325.00  (7)0.00 D  
Stock Options (Right to buy) $19.81 2/22/2023  D     74702.00   (8)11/18/2031 Common Stock 74702.00  (7)0.00 D  
Stock Option (Right to Buy) $12.16 2/22/2023  D     93948.00   (6)1/14/2032 Common Stock 93948.00  (2)(4)0.00 D  
Restricted Stock Units  (9)2/22/2023  D     4441.00   (11) (11)Common Stock 4441.00  (10)0.00 D  
Restricted Stock Units  (9)2/22/2023  D     25627.00   (12) (12)Common Stock 25627.00  (10)0.00 D  
Restricted Stock Units  (9)2/22/2023  D     34573.00   (11) (11)Common Stock 34573.00  (10)0.00 D  
Restricted Stock Units  (9)2/22/2023  D     237529.00   (13) (13)Common Stock 237529.00  (10)0.00 D  
Restricted Stock Units  (9)2/22/2023  D     119403.00   (11) (11)Common Stock 119403.00  (10)0.00 D  

Explanation of Responses:
(1) Reflects disposition of Issuer common stock with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 20, 2022, by and among Issuer, Amazon.com, Inc. ("Parent") and Negroni Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub on February 22, 2023. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each share of Issuer common stock, par value $0.001 per share ("Shares") issued and outstanding immediately prior to the Effective Time was converted automatically into the right to receive $18.00 in cash, without interest (the "Merger Consideration").
(2) Pursuant to the Merger Agreement, at the Effective Time, each outstanding option ("Option") to purchase Shares granted under any of the Issuer's 2007 Equity Incentive Plan, 2017 Equity Incentive Plan, 2020 Equity Incentive Plan and the Iora Third Amended and Restated 2011 Equity Incentive Plan (collective, the "Issuer Stock Plans") or portion thereof that was vested or became vested as of the Effective Time, and had an exercise price per Share that is less than the Merger Consideration, was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the amount by which the Merger Consideration exceeds the applicable exercise price per Share of such Option and (ii) the aggregate number of Shares issuable upon exercise of such Option or portion thereof, subject to any required withholding of taxes.
(3) The shares subject to the option are fully vested and immediately exercisable.
(4) Pursuant to the Merger Agreement, at the Effective Time, each outstanding Option that was unvested and that had an exercise price per Share that was less than the Merger Consideration was, by virtue of the Merger, converted into the right to receive an amount in cash equal to the product of (i) the amount by which the Merger Consideration exceeds the exercise price per Share of such Option and (ii) the aggregate number of Shares subject to such unvested Option or portion thereof as of immediately prior to the Effective Time (the "Unvested Option Payment"), provided that such Unvested Option Payment (x) shall be subject to the same vesting and forfeiture provisions as were applicable to such unvested Option immediately prior to the Effective Time, (y) shall vest in installments over the remainder of the vesting schedule of such Option based on the same percentage of the Option that would have vested on each applicable vesting date, subject to any required withholding of taxes.
(5) The shares subject to the option vest as follows: 20% of the shares subject to the option vest on the first anniversary of the vesting commencement date; and 1/60th of the shares subject to the option vest monthly thereafter over the following four years, subject to reporting person's continuous service as of each such date.
(6) The shares subject to the option vest as follows: 1/48th of the shares subject to the option vest monthly over four years commencing on the vesting commencement date, subject to reporting person's continuous service as of each such date.
(7) Pursuant to the Merger Agreement, at the Effective Time, each Option, whether vested or unvested, that has an exercise price per Share that is greater than the Merger Consideration was canceled without the payment of consideration.
(8) The shares subject to the option vest as follows: options vest monthly over three years, with 25% of the shares subject to the option vesting on each of the first and second anniversaries of the vesting commencement date and 50% of the shares subject to the option vesting on the third anniversary of the vesting commencement date, subject to the reporting person's continuous service as of each such date.
(9) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock. RSUs convert into the issuer's common stock on a one-for-one basis.
(10) Pursuant to the Merger Agreement, at the Effective Time, each outstanding RSU granted under any Issuer Stock Plan that was unvested as of the Effective Time, by virtue of the Merger, was converted into the right to receive an amount in cash equal to the product of (i) the Merger Consideration and (ii) the aggregate number of Shares subject to such unvested RSU as of immediately prior to the Effective Time (the "Unvested RSU Payment"), provided that such Unvested RSU Payment (x) shall be subject to the same vesting and forfeiture provisions as were applicable to such unvested RSU immediately prior to the Effective Time, (y) shall vest in installments over the remainder of the vesting schedule of such RSU based on the same percentage of the RSU that would have vested on each applicable vesting date and (z) shall be subject to forfeiture on the same terms and conditions as were applicable to such RSU, subject to any required withholding of taxes.
(11) The RSUs vest in equal annual installments over four years on the anniversary of the vesting commencement date, subject to the reporting person's continuous service as of each such date.
(12) The RSUs vest annually over three years, with 25% of the RSUs vesting on each of the first and second anniversaries of the vesting commencement date and 50% of the RSUs vesting on the third anniversary of the vesting commencement date, subject to the reporting person's continuous service as of each such date.
(13) The RSUs vest annually over four years, with 50% of the RSUs units vesting on the first anniversary of the grant date; 20% vesting on the second anniversary of the grant date; and 15% vesting on each of the third and fourth anniversaries of the grant date, subject to reporting person's continuous service as of each such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Mango Lisa A
C/O 1LIFE HEALTHCARE, INC.
ONE EMBARCADERO CENTER, SUITE 1900
SAN FRANCISCO, CA 94111


General Counsel and Secretary

Signatures
/s/ Ivy Tseng, Attorney-in-Fact for Lisa A Mango2/24/2023
**Signature of Reporting PersonDate


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 4(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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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