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

Role: Chief Accounting Officer
Signature: /s/ Ivy Tseng, Attorney-in-Fact for Vikas Agarwal
Stock symbol: ONEM
Transactions as of: Feb 22, 2023
Transactions value $: -$159,588
Form type: 4
Date filed: 2/24/2023, 05:38 PM
Previous filing: Feb 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ONEM	Common Stock	Disposed to Issuer	-$160K	-8.87K	-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		-3.12K	-100%		0	Feb 22, 2023	Common Stock	3.12K		Direct	F2, F3, F4
transaction	ONEM	Restricted Stock Units	Disposed to Issuer		-1.66K	-100%		0	Feb 22, 2023	Common Stock	1.66K		Direct	F2, F3, F4
transaction	ONEM	Restricted Stock Units	Disposed to Issuer		-3.24K	-100%		0	Feb 22, 2023	Common Stock	3.24K		Direct	F2, F3, F4
transaction	ONEM	Restricted Stock Units	Disposed to Issuer		-12.9K	-100%		0	Feb 22, 2023	Common Stock	12.9K		Direct	F2, F3, F4
transaction	ONEM	Restricted Stock Units	Disposed to Issuer		-17K	-100%		0	Feb 22, 2023	Common Stock	17K		Direct	F2, F3, F5
transaction	ONEM	Restricted Stock Units	Disposed to Issuer		-21.9K	-100%		0	Feb 22, 2023	Common Stock	21.9K		Direct	F2, F3, F4
transaction	ONEM	Restricted Stock Units	Disposed to Issuer		-15K	-100%		0	Feb 22, 2023	Common Stock	15K		Direct	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Vikas Agarwal 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	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.
F4	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.
F5	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.