1life Healthcare Form 4 / Bjorn B Thaler ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Thaler Bjorn B

(Last)

(First)

(Middle)

C/O 1LIFE HEALTHCARE, INC.

ONE EMBARCADERO CENTER, SUITE 1900

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

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)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/22/2023		D		21,532	D	$18⁽¹⁾	0.00	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$7.93	02/22/2023		D			52,083	⁽⁴⁾	05/09/2029	Common Stock	52,083	⁽²⁾⁽³⁾	0.00	D
Stock Option (Right to Buy)	$11.47	02/22/2023		D			200,000	⁽⁵⁾	09/18/2029	Common Stock	200,000	⁽²⁾⁽³⁾	0.00	D
Stock Option (Right to Buy)	$27.25	02/22/2023		D			108,182	⁽⁷⁾	05/11/2030	Common Stock	108,182	⁽⁶⁾	0.00	D
Stock Options (Right to buy)	$42.68	02/22/2023		D			108,834	⁽⁷⁾	01/14/2031	Common Stock	108,834	⁽⁶⁾	0.00	D
Stock Options (Right to buy)	$19.81	02/22/2023		D			209,164	⁽⁸⁾	11/18/2031	Common Stock	209,164	⁽⁶⁾	0.00	D
Stock Option (Right to Buy)	$12.16	02/22/2023		D			332,279	⁽⁷⁾	01/14/2032	Common Stock	332,279	⁽²⁾⁽³⁾	0.00	D
Restricted Stock Units	⁽⁹⁾	02/22/2023		D			30,752	⁽¹¹⁾	⁽¹¹⁾	Common Stock	30,752	⁽¹⁰⁾	0.00	D
Restricted Stock Units	⁽⁹⁾	02/22/2023		D			41,488	⁽¹²⁾	⁽¹²⁾	Common Stock	41,488	⁽¹⁰⁾	0.00	D
Restricted Stock Units	⁽⁹⁾	02/22/2023		D			237,529	⁽¹³⁾	⁽¹³⁾	Common Stock	237,529	⁽¹⁰⁾	0.00	D
Restricted Stock Units	⁽⁹⁾	02/22/2023		D			194,030	⁽¹²⁾	⁽¹²⁾	Common Stock	194,030	⁽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. 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.

4. The shares subject to the option vest as follows: 25% of the shares subject to the option vest on the first anniversary of the vesting commencement date; and 1/48th of the shares subject to the option vest monthly thereafter over the following three years, subject to reporting person's continuous service as of each such date.

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. 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.

7. 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.

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 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.

12. 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.

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.

Remarks:

	/s/ Ivy Tseng, Attorney-in-Fact for Bjorn B. Thaler	02/24/2023
	** Signature of Reporting Person	Date
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.
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1life Healthcare (ONEM) Form 41Life Healthcare / Bjorn B Thaler ownership change