Scott C. Taylor - Feb 22, 2023 Form 4 Insider Report for 1Life Healthcare Inc (ONEM)

Role
Director
Signature
/s/ Ivy Tseng, Attorney-in-Fact for Scott C Taylor
Stock symbol
ONEM
Transactions as of
Feb 22, 2023
Transactions value $
-$139,554
Form type
4
Date filed
2/24/2023, 04:35 PM
Previous filing
Jan 18, 2023
Next filing
Mar 20, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ONEM Common Stock Disposed to Issuer -$140K -7.75K -100% $18.00 0 Feb 22, 2023 Direct F1

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 Restricted Stock Units Disposed to Issuer -4.53K -100% 0 Feb 22, 2023 Common Stock 4.53K Direct F2, F3
transaction ONEM Restricted Stock Units Disposed to Issuer -20.7K -100% 0 Feb 22, 2023 Common Stock 20.7K Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Scott C. Taylor 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 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.
F3 The RSUs vest in equal annual installments over three years on the anniversary of the vesting commencement date, subject to the reporting person's continuous service as of each such date. 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.
F4 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.