Bruce Dunlevie - Feb 22, 2023 Form 4 Insider Report for 1Life Healthcare Inc (ONEM)

Role
Director
Signature
/s/ Ivy Tseng, Attorney-in-Fact for Bruce Dunlevie
Stock symbol
ONEM
Transactions as of
Feb 22, 2023
Transactions value $
-$12,201,174
Form type
4
Date filed
2/24/2023, 04:31 PM
Previous filing
Jan 18, 2023
Next filing
May 11, 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ONEM Common Stock Disposed to Issuer -$227K -12.6K -100% $18.00 0 Feb 22, 2023 Direct F1
transaction ONEM Common Stock Disposed to Issuer -$12M -665K -100% $18.00 0 Feb 22, 2023 See Footnote F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ONEM Stock Option (Right to Buy) Disposed to Issuer -5.29K -100% 0 Feb 22, 2023 Common Stock 5.29K $29.00 Direct F3, F4
transaction ONEM Stock Option (Right to Buy) Disposed to Issuer -498 -100% 0 Feb 22, 2023 Common Stock 498 $40.55 Direct F3, F4
transaction ONEM Stock Option (Right to Buy) Disposed to Issuer -1.01K -100% 0 Feb 22, 2023 Common Stock 1.01K $30.48 Direct F3, F4
transaction ONEM Stock Option (Right to Buy) Disposed to Issuer -725 -100% 0 Feb 22, 2023 Common Stock 725 $42.68 Direct F3, F4
transaction ONEM Stock Option (Right to Buy) Disposed to Issuer -718 -100% 0 Feb 22, 2023 Common Stock 718 $42.70 Direct F3, F4
transaction ONEM Restricted Stock Units Disposed to Issuer -20.7K -100% 0 Feb 22, 2023 Common Stock 20.7K Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bruce Dunlevie is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 Shares owned directly by entities controlled by Reporting Person.
F3 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.
F4 The shares subject to the option are fully vested and immediately exercisable.
F5 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.
F6 The RSUs vest on the earlier of (i) the date of the issuer's next annual meeting of stockholders (or the date immediately prior to the next annual meeting of stockholders if the reporting person's service as a director ends at such meeting due to the director's failure to be re-elected or the director not standing for re-election); or (ii) the one-year anniversary measured from the date of grant. At the Effective Time, each outstanding RSU that was unvested was accelerated in full and was automatically converted in to the right to receive the Merger Consideration.