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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol 1Life Healthcare Inc [ ONEM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/24/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/24/2020 | J(1) | 3,500,000 | D | $0.00 | 10,129,610 | I | See footnote(2) | ||
| Common Stock | 08/24/2020 | J(1) | 216,048 | A | $0.00 | 216,048 | I | See footnote(3) | ||
| Common Stock | 08/24/2020 | J(1) | 152,642 | A | $0.00 | 152,642 | I | See footnote(4) | ||
| Common Stock | 08/24/2020 | J(1) | 143,584 | A | $0.00 | 143,584 | D(5) | |||
| Common Stock | 08/24/2020 | J(1) | 143,584 | A | $0.00 | 143,584 | I | See footnote(6) | ||
| Common Stock | 08/24/2020 | J(1) | 35,896 | A | $0.00 | 35,896 | I | See footnote(7) | ||
| Common Stock | 08/24/2020 | J(1) | 134,526 | A | $0.00 | 134,526 | I | See footnote(8) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents a pro-rata, in-kind distribution by Benchmark Capital Partners V, L.P. ("BCP V") and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assignees. |
| 2. Shares are held directly by BCP V, as nominee for BCP V, Benchmark Founders' Fund V, L.P. ("BFF V"), Benchmark Founders' Fund V-A, L.P. ("BFF V-A"), Benchmark Founders' Fund V-B, L.P. ("BFF V-B") and related individuals. Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole voting and dispositive power over the securities. Bruce W. Dunlevie, a member of the Issuer's board of directors, Alexandre Balkanski, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock, the managing members of BCMC V, and each of them may be deemed to share voting and dispositive power over the securities held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such person's or entity's pecuniary interest in such securities. |
| 3. Shares owned directly by Kevin R. Harvey's family trust. |
| 4. Shares owned directly by entities controlled by Alexandre Balkanski. |
| 5. Shares owned directly by Robert C. Kagle. |
| 6. Shares owned directly by entities controlled by J. William Gurley. |
| 7. Shares owned directly by Steven M. Spurlock's family trust. |
| 8. Shares owned directly by Peter H. Fenton's family trust. |
| Remarks: |
| This report is one of three reports, each on a separate Form 4, but relating to the same holdings being filed by entities affiliated with Benchmark and their applicable members. |
| /s/ Steven M. Spurlock | 08/26/2020 | |
| /s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski | 08/26/2020 | |
| /s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton | 08/26/2020 | |
| /s/ Steven M. Spurlock, by power of attorney for J. William Gurley | 08/26/2020 | |
| /s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey | 08/26/2020 | |
| /s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle | 08/26/2020 | |
| /s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky | 08/26/2020 | |
| ** 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. | ||
| 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 Number. | ||